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UBS AG - Notification of Potential Adjustment Event on UBS Long/Short Certificates

Release Date: 10/08/2021 16:30
Code(s): UBNPNV UBNPNX     PDF:  
Wrap Text
Notification of Potential Adjustment Event on UBS Long/Short Certificates

UBS AG, London Branch
(“UBS AG” or the “Company”)
(Incorporated and domiciled in Switzerland)
(Registration number: CHE-101.329.561)

Notification of Potential Adjustment Event on UBS Long/Short Certificates
on Naspers Limited (Long) and Prosus NV (Long) vs Tencent Holdings Limited
(Short) and on Naspers Limited (Long) vs Prosus NV (Short).

Certificateholders of UBS Long/Short Certificates are hereby advised of a
Potential Adjustment Event that may have a diluting or concentrative effect
on the theoretical value of the relevant Shares.

On 12 May 2021, Prosus NV (“Prosus”) announced its intention to implement a
voluntary share exchange offer to Naspers Limited (“Naspers”) shareholders.
Naspers’ shareholders are being offered 2.27443 newly issued Prosus shares
for every Naspers share held, conditional on a minimum acceptance rate of
45.33%, and subject to pro-ration in the event the Exchange Offer is over-
subscribed. This transaction was approved by Prosus shareholders at an EGM
on Friday 09 July 2021.

The Exchange Offer is completely voluntary and is made on a pro rata basis
where Naspers’ shareholders can tender up to 100% of their existing
holdings. Prosus will acquire no more than 197,408,377 Naspers shares and
will issue up to 448,991,535 new Prosus shares to the shareholders that
will participate in the Exchange Offer. More information is available here:

Key dates in the timeline:

The Exchange Offer opens for
                                                         Monday, 12 July 2021
Last day to trade in Naspers N
Ordinary Shares in order to be able                   Tuesday, 10 August 2021
to participate in the Exchange Offer
Naspers N Ordinary Shares trade "ex"
entitlement to participate in the                   Wednesday, 11 August 2021
Exchange Offer
Exchange Offer closes                         12:00 on Friday, 13 August 2021
Record Date and Time                          17:00 on Friday, 13 August 2021
Issue and listing of new Prosus
Ordinary Shares N and Settlement of                    Monday, 16 August 2021
the Exchange Offer

In accordance with the Exchange Offer and listing of new Prosus shares, the
Long Reference Share, the Redemption Amount in respect of a Valuation Date,
and/or the initial cash component (C0) is expected to change.

Details on the adjustments to the Certificates including effective dates of
the adjustments will be communicated in due course.

The Potential Adjustment Event may affect the following certificates:

ISIN:                ZAE000290177

ISIN:                ZAE000297313
The Calculation Agent will determine the effect of the Potential Adjustment
Event and make the corresponding adjustments as determined appropriate to
account   for  this   event.  This   will  be   communicated  directly   to
Certificateholders. The adjustment may have an effect on the value of the

For further information kindly contact:
UBS KeyInvest South Africa
Tel.: +27 11 322 7129 / 7317

10 August 2021

Sponsor: UBS South Africa (Pty) Limited

Date: 10-08-2021 04:30:00
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