Naspers - unbundling and listing of MultiChoice
Further to the announcement issued by Naspers on the JSE's Stock Exchange News Service ("SENS") on 17 September 2018, Naspers proposes to unbundle its video entertainment business ("Business") currently held by its wholly owned subsidiary, MultiChoice Group Ltd. ("MultiChoice"), to the holders of its "N" ordinary shares and "A" ordinary shares, respectively, and list the shares in MultiChoice on the JSE Ltd. ("JSE") as a primary listing.
To facilitate the Unbundling and Listing, MultiChoice was incorporated as a wholly owned subsidiary of MIH Holdings (Pty) Ltd. and, subsequent to the restructuring contemplated in the MultiChoice pre-listing statement issued today ("Pre-listing Statement"), includes MultiChoice South Africa Holdings (Pty) Ltd. ("MCSA"), Irdeto South Africa (Pty) Ltd., Main Street 484 (Pty) Ltd., Irdeto Holdings B.V., Showmax B.V., MultiChoice Africa Holdings B.V., Digital Mobile Television (Pty) Ltd., MultiChoice Botswana (Pty) Ltd., MultiChoice Namibia (Pty) Ltd. and NMS Insurance Services (SA) Ltd. (and the subsidiaries, associates and/or affiliates of such entities as at the date on which the restructuring was implemented).
Ratio of entitlement
The Board intends to implement the Unbundling by way of a pro rata distribution in specie of ordinary shares of no par value in MultiChoice ("MultiChoice Shares") for no consideration to Naspers shareholders in terms of section 46 of the Companies Act and section 46 of the Income Tax Act. Naspers will distribute 438 837 468 MultiChoice Shares ("Unbundled MultiChoice Shares") (being 100% of the issued MultiChoice Shares and all of the MultiChoice Shares held by Naspers) to Naspers shareholders on the Naspers securities register at 17:00 South African standard time on Friday, 1 March 2019 ("Unbundling Record Date and Time") on the terms as set out in this announcement. For more information on the MultiChoice American depository shares ("ADS") facility, and the issue of MultiChoice ADSs to holders of Naspers ADSs.
Naspers shareholders holding "A" and "N" ordinary shares ("Naspers Shares") on the Naspers securities register on the Unbundling Record Date and Time will be transferred one Unbundled MultiChoice Share for every one "N" ordinary share held and one Unbundled MultiChoice Share for every five "A" ordinary shares held. With effect from the Unbundling Operative Date (expected to be 09:00 on Monday, 4 March 2019), the Unbundling will be implemented and beneficial ownership in the Unbundled MultiChoice Shares will pass to Naspers shareholders.
The transfer of Unbundled MultiChoice Shares to Naspers shareholders holding "A" ordinary shares could result in fractional entitlements for such shareholders.
Fractional entitlements, Cash Proceeds and Applicable Rate
In accordance with the JSE Listings Requirements, fractional entitlements will be rounded down to the nearest whole number and the aggregated excess fractions of the Unbundled MultiChoice Shares to which a Naspers shareholder holding "A" ordinary shares on the Unbundling Record Date and Time would otherwise be entitled will not be transferred to them following the Unbundling, but will instead be sold on their behalf in the market as soon as practicable after the Unbundling. Fractional entitlements will only be paid to Naspers shareholders holding "A" ordinary shares.
The cash proceeds of the sale of fractional entitlements payable to Naspers shareholders holding "A" ordinary shares in respect of MultiChoice Shares ("Cash Proceeds") will be paid net of any applicable taxes or costs. Accordingly, to the extent that any shareholder is in doubt of his or her tax position, such shareholder should consult an appropriate independent professional adviser.
The Cash Proceeds will be determined with reference to the volume weighted average price in South African Rand of a MultiChoice Share traded on the JSE on the first JSE trading day (expected to be Wednesday, 27 February 2019) after the last day to trade in the Naspers Shares in order to participate in the Unbundling (expected to be Tuesday, 26 February 2019) ("LDT Date") discounted by 10%.
The basis for the Cash Proceeds will be announced by Naspers on SENS two JSE trading days after the LDT (expected to be Thursday, 28 February 2019).
Expected timetable of principal events
The following indicative timetable sets out expected dates for the implementation of the Unbundling and the Listing.
* Pre-listing Statement and Abridged Pre-listing Statement published on SENS : Monday, 21 January 2019
* Finalisation announcement expected to be released on SENS : Tuesday, 19 February 2019
* Last day to trade in order to participate in the Unbundling : Tuesday, 26 February 2019
* Admission to listing and trading of MultiChoice Shares on the JSE from commencement of trade (MCG ISIN ZAE000265971) : Wednesday, 27 February 2019
* Naspers Shares trade "ex" entitlement to receive the Unbundled MultiChoice Shares : Wednesday, 27 February 2019
* Unbundling Operative Date : 09:00 on Monday, 4 March 2019
The Pre-listing Statement
A Pre-listing Statement containing information on MultiChoice and the Listing was issued by MultiChoice and can be accessed on Naspers's website at https://www.naspers.com/ and MultiChoice's website at www.multichoice.com.