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Settlement Exchange Offer – AFM Notifications
Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
ISIN: NL0013654783
Euronext Amsterdam and JSE Share code: PRX
("Prosus" or "the Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
PLEASE SEE THE IMPORTANT DISCLAIMERS AT THE END OF THIS
ANNOUNCEMENT.
UNLESS OTHERWISE INDICATED, CAPITALISED WORDS AND TERMS CONTAINED
IN THIS ANNOUNCEMENT SHALL BEAR THE SAME MEANINGS ASCRIBED THERETO
IN THE PROSPECTUS.
SETTLEMENT EXCHANGE OFFER – AFM NOTIFICATIONS
The Directors will notify the AFM about the changes in Prosus shares and voting rights held
by them as a result of the implementation of the Exchange Offer on 16 August 2021. These
notifications are as follows:
Director Number of Prosus Number of votes Direct/indirect
Ordinary Shares N
Ben van Der Ross 3 712 3 712 Direct
Ben van Der Ross 1 194 1 194 Indirect
Hendrik Du Toit 5 111 5 111 Direct
Cobus Stofberg 266 845 266 845 Direct
Steve Pacak 460 911 460 911 Direct
Steve Pacak 116 451 116 451 Indirect
Koos Bekker 6 825 119 6 825 119 Indirect
Basil Sgourdos 47 283 47 283 Direct
Mark Sorour 1 810 1 810 Direct
Bob van Dijk 75 416 75 416 Direct
Director Number of Prosus Number of votes Direct/indirect
Ordinary Shares
A1
Cobus Stofberg 171 171 Indirect
Steve Pacak 103 103 Indirect
For additional information in relation to the AFM disclosures, please see the AFM's register
on the AFM's website: (https://www.afm.nl/en/professionals/registers).
Amsterdam, the Netherlands
20 August 2021
JSE sponsor
Investec Bank Limited
For more information contact:
Sarah Ryan, International Media Eoin Ryan, Head of Investor
Relations Relations
Tel: + 31 6 29721038 Tel: +1 347-210-4305
Shamiela Letsoalo, South Africa Media
Relations
Tel: + 27 78 802 6310
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, Russia 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 who are using technology to improve
people's everyday lives.
Every day, millions of people use the products and services of companies that Prosus has
invested in, acquired or built, including Avito, Brainly, BYJU'S, Bykea, Codecademy,
DappRadar, DeHaat, dott, ElasticRun, eMAG, Eruditus, Honor, iFood, Klar, LazyPay, letgo,
Meesho, Movile, OLX, PayU, Quick Ride, Red Dot Payment, Remitly, Republic, SimilarWeb,
Shipper, Skillsoft, SoloLearn, Swiggy, and Udemy.
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 (www.tencent.com), Mail.ru (www.corp.mail.ru), Trip.com Group Limited
(www.trip.com), and DeliveryHero (www.deliveryhero.com).
Today, Prosus companies and associates help improve the lives of around a fifth of the world's
population.
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.
Disclaimers
This press release contains information within the meaning of Article 7(1) of the European
Market Abuse Regulation (596/2014).
This announcement is for information purposes only and is not an offer to sell or the
solicitation of an offer to buy securities 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.
There will be no public offer of any securities in the United States. 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 will not be offered or sold, directly or
indirectly, in or into the United States or to, or for the account or benefit of, any “U.S. person”
as defined in Regulation S under the Securities Act except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities 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
contemplated 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 requiring publication of a prospectus in any Relevant Member State. As a result,
this announcement and any offer if made subsequently is directed exclusively at persons who
are “qualified investors” within the meaning of the Prospectus Regulation (“Qualified
Investors”). 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.
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).
In the United Kingdom this announcement is only being distributed to, and 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 (as defined under Article 2(e) of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018) 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”);
(ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other
persons to whom it may otherwise be lawfully communicated (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.
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 disclaims any responsibility or liability for the violation of such
requirements by any person.
It is the responsibility of person (including, without limitation, nominees, agents and trustees
for such persons) wishing to receive this announcement and/or participate in the Exchange
Offer, or a component thereof, 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.
Investors are advised to read the Prospectus, which contains the terms and conditions of the
Exchange Offer, with care and in full.
Application will be made for all of the Prosus Ordinary Shares N to be issued pursuant to the
Exchange Offer to be admitted to listing and trading on the AEX and on the Main Board of the
JSE and A2X Markets. The Prospectus in respect of, among other things, the Exchange Offer
is available, subject to applicable securities laws, on www.share-exchange-offer.com.
Any financial adviser of Prosus is acting exclusively for Prosus and no one else in connection
with the Exchange Offer. No financial adviser will regard any other person as its client in
relation to the Exchange Offer and will not be responsible to anyone other than Prosus for
providing the protections afforded to its client nor for giving advice in relation to the Exchange
Offer or any other transaction or arrangement referred to in this announcement.
No representation or warranty, express or implied, is made or given, and no responsibility is
accepted, by or on behalf of any financial adviser or any of its affiliates or any of its respective
directors, officers or employees or any other person, as to the accuracy, completeness,
fairness or verification of the information or opinions contained this announcement and
nothing contained in this announcement is, or shall be relied upon as, a promise or
representation by any financial adviser or any of their respective affiliates as to the past or
future. Accordingly, any financial advisers and its affiliates and respective directors, officers
and employees disclaim, to the fullest extent permitted by applicable law, all and any liability,
whether arising in tort or contract or that they might otherwise be found to have in respect
of this announcement and/or any such statement.
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 Exchange Offer and/or the benefits of the
Exchange Offer. 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 Exchange Offer and/or the benefits of the
Exchange Offer, 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 cautions 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 believes them to be reasonable, are
inherently uncertain and may not eventuate or eventuate in the manner Prosus expects.
Factors 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 or not currently
considered material by Prosus.
Investors 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 has 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 reviewed nor reported on by Prosus's external auditor or any other expert.
Date: 20-08-2021 05:45:00
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