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Finalisation Announcement in respect of the Prosus Capitalisation Issue
Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(Prosus)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE PROSUS CAPITALISATION ISSUE
Capitalised terms not defined in this announcement shall have the meaning given to such terms
in the circular posted to shareholders of Prosus (Shareholders) together with the notice
convening the 2023 annual general meeting of Shareholders on Wednesday, 12 July 2023 (the
Circular).
1. INTRODUCTION
Shareholders are referred to the declaration announcement published by Prosus on SENS
on Friday, 25 August 2023 (the Declaration Announcement), advising, inter alia, that
the Prosus Board intends to proceed with the Prosus Capitalisation Issue in connection
with the removal of the Cross-Holding Structure pursuant to the Proposed Transaction,
the implementation of which was subject to fulfilment of the remaining condition
precedent outlined in the Declaration Announcement.
The Prosus Board is pleased to advise Shareholders that the Proposed Transaction is now
unconditional insofar as it relates to Prosus.
The purpose of this announcement is to provide Shareholders with finalisation information
on the implementation and settlement of the Prosus Capitalisation Issue in accordance
with the JSE Listings Requirements.
Shareholders are advised to read the Circular (available on Prosus's website
www.prosus.com), in conjunction with the Declaration Announcement and this
finalisation announcement, which contains the terms and conditions of the
Proposed Transaction, with care and in full.
2. ENTITLEMENT RATIO
As outlined in the Declaration Announcement, the Entitlement Ratio is determined on the
basis of the principles set out in paragraph 4.5 of the Circular titled “Key parameters of
the Proposed Transaction (calculated/estimated as at 30 June 2023)”, but is based on the
stable Naspers and Prosus share counts established following the temporary suspension
of the Repurchase Programme from Wednesday, 30 August 2023.
Based on the share counts for Naspers and Prosus as at Wednesday, 30 August 2023,
the Proposed Transaction results in the following entitlement ratios pursuant to the Prosus
Capitalisation Issue:
- 1.17960 new listed Prosus Ordinary Shares N will be issued for each existing Prosus
Ordinary Share N held as at the Transaction Record Date, and with Naspers having
irrevocably and antecedently waived its entitlement under the Prosus Capitalisation
Issue, resulting in a total of 808,533,377 new listed Prosus Ordinary Shares N
issued to Prosus Free-Float Shareholders;
- 1,990,089 Prosus Ordinary Shares A will be issued to Prosus A Shareholders in
accordance with the entitlement ratio of 0.4465437 new Prosus Ordinary Shares A
for each Prosus Ordinary Share A held on the Transaction Record Date pursuant to
the Prosus Articles of Association and in order to maintain the economic interest of
Prosus A Shareholders that exists immediately prior to implementing the Prosus
Capitalisation Issue; and
- 1,741,029,828 Prosus Ordinary Shares B, with minimal economic value, will be
issued to Naspers in accordance with the entitlement ratio of 1.5427717 new Prosus
Ordinary Shares B for each Prosus Ordinary Share B held on the Transaction Record
Date pursuant to the Prosus Articles of Association in order to maintain Naspers’
voting control in Prosus of not less than 72%.
3. TRADING IN THE NEW PROSUS ORDINARY SHARES N PURSUANT TO THE
PROSUS CAPITALISATION ISSUE
The Prosus Ordinary Shares N issued under the Prosus Capitalisation Issue will be
admitted to listing and trading on Euronext Amsterdam with effect from Monday, 18
September 2023.
As secondary listings, the Prosus Ordinary Shares N will be admitted to listing and trading
with effect from Monday, 18 September 2023, on the Main Board of the JSE and on A2X.
Prosus Ordinary Shares N will continue trading on Euronext Amsterdam and, as secondary
listings, on the JSE and A2X, with ISIN NL0013654783 under the abbreviated name
“Prosus” and the symbol / share code “PRX”.
4. FRACTIONAL ENTITLEMENTS
Prosus Free-Float Shareholders are reminded that only whole numbers of Prosus Ordinary
Shares N will be issued and, where fractional entitlements to Prosus Ordinary Shares N
arise pursuant to the Prosus Share N Capitalisation Issue, such fractions will be rounded
down to the nearest whole number with any remaining fractional entitlements to Prosus
Ordinary Shares N being sold.
Prosus Free-Float Shareholders who hold Prosus Ordinary Shares N on Euronext
Amsterdam on the Transaction Record Date (Euronext Free-Float Shareholders) are
advised that their brokers or nominees will inform them on Monday, 18 September 2023,
of the cash value against which their fractional entitlements to Prosus Ordinary Shares N
under the Prosus Capitalisation Issue will be sold. The cash proceeds of such fractional
entitlements sold on behalf of Euronext Free-Float Shareholders will be paid in the
custodian / brokerage account of Euronext Free-Float Shareholders or to a nominee
account to be held on behalf and for the benefit of the relevant Euronext Free-Float
Shareholders, on Monday, 18 September 2023.
Prosus Free-Float Shareholders who hold Prosus Ordinary Shares N on the JSE and A2X
on the Transaction Record Date (JSE Free-Float Shareholders) are advised that the
cash value of fractional entitlements to Prosus Ordinary Shares N under the Prosus
Capitalisation Issue will be announced in accordance with the JSE Listings Requirements
via SENS before 11:00 (SAST) on Thursday, 14 September 2023. The entitlements to
fractions of new Prosus Ordinary Shares N will be sold on the JSE in accordance with the
JSE Listings Requirements and the cash proceeds of such fractional entitlements will be
paid in South African Rand to the relevant JSE Free-Float Shareholders in their custodian
/ brokerage accounts or to a nominee account to be held on behalf and for the benefit of
the relevant JSE Free-Float Shareholders, on Monday, 18 September 2023.
Shareholders are referred to the Declaration Announcement and the Circular for further
information regarding the treatment of fractional entitlements to Prosus Ordinary Shares
N that will arise in respect of Prosus Free-Float Shareholders pursuant to the Prosus
Capitalisation Issue.
5. SALIENT DATES OF THE PROSUS CAPITALISATION ISSUE
The final salient dates and times for the Prosus Capitalisation Issue remain as set out in
the Declaration Announcement, and are repeated below for ease of reference:
(2023)
Last day to trade in Prosus Ordinary Shares N on the JSE Tuesday, 12 September
and the A2X prior to the Prosus Capitalisation Issue, on
Date when trading in Prosus Ordinary Shares N takes place Wednesday, 13 September
"ex" the entitlement to participate in the Prosus
Capitalisation Issue on the JSE and the A2X, on
Last day to trade in Prosus Ordinary Shares N on Euronext Wednesday, 13 September
Amsterdam prior to the Prosus Capitalisation Issue, on
Date when trading in Prosus Ordinary Shares N takes place Thursday, 14 September
"ex" the entitlement to participate in the Prosus
Capitalisation Issue on Euronext Amsterdam, on
Prosus to announce the cash value of fractional Thursday, 14 September
entitlements to Prosus Ordinary Shares N under the Prosus
Capitalisation Issue, for JSE purposes, via SENS and on the
A2X via the A2X's News Service before 11:00 (SAST) on
Transaction Record Date for the Prosus Capitalisation Issue, Friday, 15 September
on
Date when the Prosus Capitalisation Issue and the listing of Monday, 18 September
new Prosus Ordinary Shares N issued pursuant to the
Prosus Capitalisation Issue becomes effective prior to
market-open on Euronext Amsterdam, the JSE and A2X, on
Custodian accounts of Shareholders to be updated with Monday, 18 September
their entitlement under the Prosus Capitalisation Issue
(including the cash proceeds of their fractional entitlements
to Prosus Ordinary Shares N), on Euronext Amsterdam and
the JSE, as the case may be, on
Notes:
1. There will be no rematerialisation or dematerialisation between Tuesday, 12 September 2023
and Friday, 15 September 2023, both days inclusive, as the Prosus Register will be closed
for this period.
2. Shareholders will not be allowed to effect any cross-border removals of Prosus Ordinary
Shares N between Euronext Amsterdam, and the JSE between Tuesday, 12 September 2023
and Friday, 15 September 2023, both days inclusive.
3. The Circular, which sets out the full details of the Proposed Transaction was distributed to
Shareholders on Wednesday, 12 July 2023, and is available on Prosus’s website at
www.prosus.com.
4. The Prosus ADR facility will not be excluded from the Prosus Capitalisation Issue and,
therefore, The Bank of New York Mellon, as the Prosus ADR Depositary, will participate in
the Prosus Capitalisation Issue on behalf of Prosus ADR Holders.
5. Shareholders should note that the sale of the residual holding of Naspers N Ordinary Shares
held by Prosus, pursuant to the Prosus Disposal, will be implemented from Monday, 18
September 2023, pursuant to which the Cross-Holding Structure will be removed and the
Cross-Holding Agreement will be terminated in accordance with its terms.
6. All dates and times indicated above are European Central Time, unless otherwise specified.
6. UPDATE ON THE REPURCHASE PROGRAMME
As outlined in the Declaration Announcement, the Repurchase Programme has been
temporarily suspended from Wednesday, 30 August 2023, in order to allow for an efficient
and effective implementation of the Proposed Transaction.
Shareholders are hereby advised that the repurchase of Prosus Ordinary Shares N under
the Repurchase Programme will resume after implementation of the Proposed Transaction
from Monday, 18 September 2023.
Shareholders will continue to be provided weekly updates on the Repurchase Programme
by means of press releases and announcements on SENS and on the Prosus website
(www.prosus.com).
Amsterdam, the Netherlands
4 September 2023
JSE sponsor to Prosus: Investec Bank Limited
International Legal Advisor: Allen & Overy LLP
Legal Advisor: Webber Wentzel
Enquiries:
Charlie Pemberton Eoin Ryan
Communications Director Head of Investor Relations
Mobile: +31 615 494 359 Mobile: +1 347-210-4305
Email: charlie.pemberton@naspers.com Email: eoin.ryan@prosus.com
About Prosus
Prosus is a global consumer internet group and one of the largest technology investors in the world.
Operating and investing globally in markets with long-term growth potential, Prosus builds leading
consumer internet companies that empower people and enrich communities.
The group is focused on building meaningful businesses in the online classifieds, food delivery, payments
and fintech, and education technology sectors in markets including India and Brazil. Through its ventures
team, Prosus invests in areas including health, logistics, blockchain, and social commerce. Prosus actively
seeks new opportunities to partner with exceptional entrepreneurs using technology to improve people’s
everyday lives.
Every day, billions of customers use the products and services of companies that Prosus has invested in,
acquired or built, including 99minutos, Airmeet, Aruna, AutoTrader, Autovit.ro, Azos, BandLab, Bibit, Bilt,
Biome Makers, Borneo, Brainly, BUX, BYJU'S, Bykea, Captain Fresh, Codecademy, Collective Benefits,
Creditas, DappRadar, DeHaat, Detect Technologies, dott, EduMe, ElasticRun, eMAG, Endowus, Eruditus,
EVERY, Facily, Fashinza, Flink, Foodics, Good Glamm Group, GoodHabitz, GoStudent, Honor, iFood,
Imovirtual, Klar, Kovi, LazyPay, letgo, Mensa Brands, Meesho, merXu, Movile, Oda, OLX, Otodom,
OTOMOTO, Oxford Ionics, PaySense, PayU, Pharmeasy, Platzi, Property24, Quick Ride, Red Dot Payment,
Republic, Sharebite, Shipper, ShopUp, SoloLearn, Stack Overflow, Standvirtual, Superside, Swiggy, Thndr,
Tonik, Ula, Urban Company, Virgio, Vegrow, watchTowr, and Wayflyer.
Hundreds of millions of people have made the platforms of Prosus’s associates a part of their daily lives.
For listed companies where we have an interest, please see: Tencent, Delivery Hero, Remitly, Trip.com,
Udemy, Skillsoft, and SimilarWeb.
Today, Prosus companies and associates help improve the lives of more than two billion people around the
world.
Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg
Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority-owned by Naspers.
For more information, please visit www.prosus.com.
Disclaimer
This announcement is for information purposes only and is not intended to, and does not constitute or form
part of, any offer to sell or otherwise dispose of, or the solicitation of an offer to buy, otherwise acquire or
subscribe for, securities in or into any jurisdiction, including, but not limited to, the United States, and
neither this document nor anything herein nor any copy thereof may be taken into or distributed, directly
or indirectly, in or into any jurisdiction in which to do so would be prohibited by applicable law.
The securities referred to in this announcement 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, directly or
indirectly, in or into the United States absent registration under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Naspers and Prosus have not been and will not be registered under the U. S. Investment Company Act of
1940, as amended (the "Investment Company Act"), and holders of any of the securities referred to
herein will not be afforded the protections of the Investment Company Act.
The information contained in this announcement does not constitute or form a part of any offer to the public
for the sale of, or subscription for, or an invitation, advertisement, or the solicitation of an offer to purchase
and/or subscribe for, securities as defined in and/or contemplated by the South African Companies Act, No.
71 of 2008 ("South African Companies Act"). Accordingly, this announcement does not, nor does it
intend to, constitute a “registered prospectus” or an advertisement relating to an offer to the public, as
contemplated by the South African Companies Act and no prospectus has been, or will be, filed with the
South African Companies and Intellectual Property Commission in respect of this announcement.
The information contained in this announcement constitutes factual information as contem plated in Section
1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended
("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal
that any particular transaction in respect of the Prosus Ordinary Shares N and/or Naspers N Ordinary Shares
or in relation to the business or future investments of Prosus and/or Naspers, is appropriate to the particular
investment objectives, financial situations or needs of a prospective investor, and nothing contained in this
announcement should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa. Prosus is not a financial services provider licensed as such under the FAIS
Act.
In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”) no action
has been undertaken or will be undertaken to make an offer to the public of securities.
This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation and
has not been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële
Markten). For these purposes, the expression “Prospectus Regulation” means Regulation 2017/1129/EU
(and amendments thereto) and includes any relevant implementing measure in the Relevant Member State.
The release, publication, or distribution of this announcement in jurisdictions other than South Africa may
be restricted by law and therefore persons into whose possession 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, Prosus and Naspers disclaim any responsibility or liability for the
violation of such requirements by any person.
It is the responsibility of each Shareholder (including, without limitation, nominees, agents and trustees
for such persons) wishing to receive this announcement 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.
Shareholders are advised to read the Circular and the Notice of General Meeting (available of Prosus's
website www.prosus.com), which contains the terms and conditions of the Proposed Transaction, with care
and in full.
Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax, legal,
accounting, or other professional advice.
Forward-looking statements
This announcement contains statements about Prosus and/or Naspers 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 Prosus and/or Naspers 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 Transaction and/or the benefits of the
Proposed Transaction. 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 and/or the benefits 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. Prosus and
Naspers caution 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
Prosus and/or Naspers operates and/or invests may differ materially from those made in, or suggested by,
the forward-looking statements contained in this announcement. All these forward-looking statements are
based on estimates, predictions, and assumptions, as regards Prosus or Naspers, all of which estimates,
predictions and assumptions, although Prosus and Naspers believe them to be reasonable, are inherently
uncertain and may not eventuate or eventuate in the manner Prosus and Naspers expect. Factor s 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 Prosus and Naspers or not currently considered material by Prosus and Naspers.
Shareholders should keep in mind that any forward-looking statement made in this announcement or
elsewhere is applicable only at the date on which such forward-looking statement is made. New factors
that could cause the business of Prosus or Naspers 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. Prosus and Naspers have no duty to, and does not intend to,
update, or revise the forward-looking statements contained in this announcement or any other information
herein, except as may be required by law. Any forward-looking statement has not been.
Date: 04-09-2023 11:00:00
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information disseminated through SENS.
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