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NASPERS LIMITED - Launch of an accelerated bookbuild of up to US$2.5bn

Release Date: 03/12/2015 17:05
Code(s): NPN     PDF:  
Wrap Text
Launch of an accelerated bookbuild of up to US$2.5bn

NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
Share code: NPN & ISIN: ZAE000015889
LSE ADS code: NPSN & ISIN: US6315121003
(“Naspers” or the “Group”)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL OR REQUIRE NASPERS TO TAKE ANY ACTION. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES
OR ANY OTHER JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES. THE SHARES TO WHICH THIS ANNOUNCEMENT RELATES 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 IN THE
UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF SUCH
SHARES IN THE UNITED STATES.

LAUNCH OF AN ACCELERATED BOOKBUILD OF UP TO US$2.5BN

1. Introduction

Naspers is launching a capital raising by way of a private placement to institutional investors, of
approximately 17.1 million new Naspers N ordinary shares (the “Shares”), to raise up to
US$2.5bn (the "Capital Raising"). The Shares will be issued under Naspers’s existing general
authority to issue shares for cash and pursuant to a vendor consideration placing.

2. Rationale for the Capital Raising and use of proceeds

The Capital Raising will provide Naspers with additional capacity to execute its successful
strategy of investing in high-growth internet and ecommerce companies with proven business
models, including Naspers’s proposed acquisition of Avito. On 23 October 2015, Naspers
announced that it had reached an agreement to increase its stake in Avito from 17.4% to 67.9%
for a consideration of US$1.2bn ("Avito Acquisition"). Since then, Naspers has received
approval from the South African Reserve Bank and the Russian Federal Antimonopoly Service
for the Avito acquisition, and Naspers expects such transaction to close before the end of this
calendar year.

Up to US$1.2bn of the Capital Raising will be raised under the vendor consideration placing and
these funds will be used to settle the cash consideration payable to vendors under the Avito
Acquisition.

Commenting on the Capital Raising, Bob van Dijk, the Chief Executive Officer of Naspers, said:
"As a company we are very proud of how we have grown Naspers into one of the leading multi-
national internet and media groups and the returns we have delivered to all of our stakeholders.
The Capital Raising will finance the Avito acquisition as well as provide us with the financial
flexibility to continue to deliver on our strategy of investing in high-growth internet and
ecommerce companies to continue to drive returns for our shareholders".
3. Launch of the bookbuild

The Capital Raising will take place at a price to be established through an accelerated
bookbuilding process to be conducted by Citigroup Global Markets Limited and Morgan Stanley
& Co. International plc acting as joint bookrunners (collectively, the “Joint Bookrunners”).

Bookbuilding will begin with immediate effect. The timing of the closing of the book, the pricing
of the Shares and the making of allocations are in the absolute discretion of Naspers and the
Joint Bookrunners.

Absa Bank Limited, acting through its Corporate and Investment Banking division, BNP Paribas
and ING Bank N.V. are acting as co-lead managers and Rand Merchant Bank, a division of
FirstRand Bank Limited is acting as co-manager (together with the Joint Bookrunners and the
co-lead managers the “Banks”).

The Shares will, when issued, be credited as fully paid and will rank pari passu in all respects
with the existing issued N ordinary shares of Naspers, including the right to receive future
dividends and other distributions declared after the date of their issue. Trading of the Shares on
the exchange operated by the JSE Limited (the "JSE") is expected to commence at the start of
trading, 5 business days after closing.

The bookbuild process will be subject to normal share trading practices, the relevant rules,
regulations and procedures of the JSE, applicable laws and regulations and the settlement
authority of Strate Proprietary Limited.



Cape Town
3 December 2015


Joint Bookrunners
Citigroup Global Markets Limited
Morgan Stanley & Co. International plc.

Sponsor to Naspers
Investec Bank Limited

Legal counsel to Naspers
Cravath, Swaine & Moore LLP
Webber Wentzel

Legal counsel to the Banks
Davis Polk & Wardwell London LLP



About Naspers:

Founded in 1915, Naspers is a broad-based multinational internet and media group offering
services in more than 130 countries. Its principal operations are in ecommerce (i.e. classifieds,
online retail, marketplaces, online comparison shopping, payments and online services), video-
entertainment and print media. The Group also has minority investments in listed, integrated
social-network platforms Tencent (Ticker: 700 HK) and Mail.ru (Ticker: MAIL LI). Naspers’s
issued N ordinary shares are listed on the exchange operated by the JSE (Ticker: NPN SJ).
Naspers has a Level I American Depository Receipt programme and its American Depository
Shares are listed on the London Stock Exchange (Ticker: NPSN LI). No American Depositary
Shares will be issued as part of the Capital Raising. If the Capital Raising is completed, the
deposit of Naspers’s N ordinary shares into the depositary system will be subject to certain
restrictions from the closing of the Capital Raising until the later of January 20, 2016 and the
date that is 40 days after the closing of the Capital Raising.

Disclaimer

This announcement is restricted and is not for release, publication or distribution, in whole or in
part, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other
jurisdiction in which such release, publication or distribution would be unlawful or require
Naspers to take any action. This announcement is for information purposes only, does not
purport to be full or complete, is subject to change and shall not constitute or form part of an
offer, solicitation or advertisement of an offer to purchase or subscribe for securities in the
United States or any other jurisdiction. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or completeness.

The Shares have not been, and will not be, registered under the Securities Act, and may not be
offered or sold, directly or indirectly, in the United States, absent registration or an exemption
from, or transaction not subject to, the registration requirements of the Securities Act. There will
be no public offer of the Shares in the United States.

The announcement may contain forward-looking statements as defined in the United States
Private Securities Litigation Reform Act of 1995. Words such as “believe”, “anticipate”, “intend”,
“seek”, “will”, “plan”, “could”, “may”, “endeavour” and similar expressions are intended to identify
such forward-looking statements, but are not the exclusive means of identifying such
statements. While these forward-looking statements represent our judgements and future
expectations, a number of risks, uncertainties and other important factors could cause actual
developments and results to differ materially from our expectations. These include factors that
could adversely affect our businesses and financial performance. We are not under any
obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking
statements, as a result of new information, future events or otherwise. Investors are cautioned
not to place undue reliance on any forward-looking statements in this announcement.

Neither this announcement nor the Capital Raising constitutes, or is intended to constitute, an
offer to the public in South Africa in terms of the South African Companies Act 71 of 2008, as
amended ("Companies Act"), and this announcement will not be distributed to any person in
South Africa in any manner that could be construed as an offer to the public in terms of the
Companies Act. In South Africa, the offer pursuant to the Capital Raising will only be made to
selected persons in South Africa who fall within one of the specified categories listed in section
96(1)(a) of the Companies Act. These materials do not constitute a prospectus registered and/or
issued in terms of the Companies Act.

In member states of the European Economic Area ("EEA") which have implemented the
Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if
made subsequently is directed exclusively at persons who are "qualified investors" within the
meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State.

In the United Kingdom this announcement is only directed at, and any investment or investment
activity to which this announcement relates is available only to, and will be engaged in only with,
Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii)
high net worth entities, or other persons to whom it may otherwise be lawfully communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should not take any action on the
basis of this announcement and should not act or rely on it.

This announcement has been issued by, and is the sole responsibility, of Naspers. No
representation or warranty, express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by the Banks or by any of their respective affiliates
or agents as to, or in relation to, the accuracy or completeness of this announcement or any
other written or oral information made available, or publicly available, to any interested party or
its advisers, and any liability therefore is expressly disclaimed.

This announcement does not purport to identify or suggest the risks (direct or indirect) which
may be associated with an investment in the Shares. No representation or warranty is made by
Naspers or the Banks in connection with the Shares or Naspers, and any investment decision to
apply for and subscribe for Shares must be made solely on the basis of publicly available
information, which information has not been independently verified by the Banks.

The issue of the Shares to investors in terms of the Capital Raising is subject to the placing
agreement between Naspers and the Banks becoming unconditional in accordance with its
terms.

The Banks are acting exclusively for Naspers, and no one else, in connection with the Capital
Raising and will not be responsible to anyone other than Naspers for providing the protections
afforded to their respective clients, nor for providing advice in relation to the Capital Raising.

In connection with the Capital Raising, the Banks and any of their respective affiliates, acting as
investors for their own accounts, may acquire Shares and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of
Naspers or related investments in connection with the Capital Raising or otherwise. Accordingly,
references to the Shares being offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing by, the Banks and any of their
affiliates acting as investors for their own accounts. The Banks do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

Date: 03/12/2015 05:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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