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NASPERS LIMITED - ACCELERATED OFFERING OF TENCENT SHARES BY PROSUS N.V. AND CAUTIONARY ANNOUNCEMENT

Release Date: 07/04/2021 10:55:00      Code(s): NPN       PDF(s):  
ACCELERATED OFFERING OF TENCENT SHARES BY PROSUS N.V. AND CAUTIONARY ANNOUNCEMENT

Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315122092
(Naspers)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO OR IN THE
UNITED STATES, CANADA OR JAPAN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM
AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

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 OR IN ANY OTHER JURISDICTION. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT.

ACCELERATED OFFERING OF TENCENT SHARES BY PROSUS N.V. AND CAUTIONARY ANNOUNCEMENT

Prosus N.V. ("Prosus") today announced its intention to sell, through its subsidiary MIH TC
Holdings Limited, up to 191 890 000 shares in Tencent Holdings Limited ("Tencent"), equal
to 2% of Tencent's issued share capital, reducing its stake from approximately 30,9% to
28,9%.

Prosus intends to use the proceeds of the sale to increase its financial flexibility to invest in
growth ventures, plus for general corporate purposes.

Tencent has been informed of Prosus’s intention, which it understands and supports. Prosus
has committed not to sell any further Tencent shares for at least the next three years, in line
with its long-term belief in the potential of the business.

Tencent is one of the world’s best growth enterprises. It has consistently delivered value since
listing in 2004. Prosus’s commitment to Tencent remains steadfast. Through the sale of this
small portion Prosus intends to fund continued growth in its core business lines and emerging
sectors, as well as allow for complementary acquisitions.

The COVID-19 pandemic has accelerated digital transformation across the group’s growth
sectors, mainly online classifieds, food delivery, payments and fintech, education and
ecommerce. We see opportunity in scaling these growth models further to build increasingly
valuable global businesses. Furthermore, through our Ventures unit we will continue to back
innovative businesses and entrepreneurs, hoping to create future consumer internet players.

The parcel of Tencent shares will be offered to institutional investors globally, subject to
customary selling restrictions. Citigroup, Goldman Sachs and Morgan Stanley have been
appointed Joint Global Coordinators and Joint Book Runners to manage the transaction. Books
are open now and are expected to close prior to the Hong Kong opening. The Global
Coordinators reserve the right to accelerate closing of the books.

Cautionary announcement

Shareholders of Naspers are advised that the transaction, if successfully implemented by
Prosus, is likely to constitute a category 2 transaction in terms of the Listings Requirements
of the JSE Limited and may have a material effect on the price of Naspers’s securities.
Accordingly, Naspers shareholders are advised to exercise caution when dealing in the
Company’s securities until a further announcement is made.

Cape Town
7 April 2021


Sponsor: Investec Bank Limited

 Enquiries


  Investor Enquiries                                             +1 347-210-4305
  Eoin Ryan, Head of Investor Relations
  Media Enquiries                                                +27 78 802 6310
  Shamiela Letsoalo, Media Relations Director
  SA

About Naspers

Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the
largest technology investors in the world. Through Prosus, the group operates and invests globally in markets with
long-term growth potential, building leading consumer internet companies that empower people and enrich
communities. Prosus has a listing on Euronext Amsterdam and a secondary listing on the Johannesburg Stock
Exchange and Naspers is the majority owner of Prosus.

In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its
internet and ecommerce companies in the country. These include Takealot, Mr D Food, Superbalist, OLX, Autotrader,
Property24 and PayU, in addition to Media24, South Africa’s leading print and digital media business.

Naspers is also focused on stimulating South Africa’s local tech sector through Naspers Foundry. This is a R1.4 billion
investment targeting early stage technology companies in South Africa that seek to address big societal needs. To
help address youth unemployment in impoverished communities, in 2019, Naspers launched Naspers Labs, a social
impact programme for young, unemployed South Africans aged between 17 and 25. Located in low income, urban
settings, Naspers Labs provide a structured development journey enabling young people to enter the economy.

Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X
Exchange (NPN.AJ) in South Africa, and has an ADR listing on the London Stock Exchange (LSE: NPSN).

For more information, please visit www.naspers.com.

Disclaimer

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 the United States (including its territories and dependencies, any State of the United
States and the District of Columbia), Canada or Japan or any other jurisdiction in which offers or sales would be
prohibited by applicable law. This announcement does not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in any jurisdiction, including the United States. The shares mentioned herein
(“the Shares”) have not been, and will not be, registered under the United States Securities Act of 1933, as amended
(the “Securities Act”). The Shares may not be offered or sold in the United States except pursuant to registration or
an exemption from the registration requirements of the Securities Act. There is no intention to make a public offering
of the Shares in the United States or in any other jurisdiction.

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”, 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.

In the European Economic Area (the "EEA"), this announcement is only addressed to and directed at persons in
member states of the EEA who are "qualified investors" ("Qualified Investors") within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) (the "EU Prospectus Regulation"). In the United Kingdom, this
announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of
Article 2(e) of the EU Prospectus Regulation, which forms part of domestic UK law by virtue of the European Union
(Withdrawal) Act 2018, who are also: (i) persons having professional experience in matters relating to investments
who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to
(d) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons
being "Relevant Persons"). This announcement must not be acted or relied on (i) in the United Kingdom, by persons
who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors.
Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may
be engaged in only with, Relevant Persons and (ii) in any member state of the EEA is available only to, and may be
engaged only with, Qualified Investors. Persons who are not Qualified Persons or Relevant Persons should not take
any action on the basis of this announcement and should not act or rely on it.


The distribution of this announcement and the offering of the Shares (“the Offering”) in certain jurisdictions may be
restricted by law. No action has been taken by Naspers, Prosus any of the Joint Global-coordinators, or any of their
respective affiliates, or any other person that would permit an offer of the Shares or possession or distribution of this
announcement or any other offering or publicity material relating to the Offering or sale in any jurisdiction where
action for that purpose is required. Persons into whose possession this announcement comes must inform themselves
about and to observe any such restrictions.

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 any of the Joint Global-coordinators 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 to or publicly
available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

No prospectus or other offering document has been or will be prepared in connection with the Offering. This
announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the Shares. Any investment decision to buy Shares must be made solely on the basis of publicly
available information. Such information has not been prepared or verified by any of the Joint Global-coordinators or
any of their affiliates.

The information contained in this announcement may contain forward-looking statements, estimates and projections.
Forward-looking statements involve all matters that are not historical and may be identified by the words “anticipate”,
”believe”, ”estimate”, ”expect”, ”intend”, ”may”, ”should”, ”will”, ”would” and similar expressions or their negatives,
but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements
reflect Naspers’s intentions, beliefs or current expectations, involve elements of subjective judgment and analysis
and are based upon the best judgment of Naspers as of the date of this announcement, but could prove to be wrong.
These statements are subject to change without notice and are based on a number of assumptions and entail known
and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a
prediction of actual results. Any forward-looking statements are made only as of the date of this announcement and
neither Naspers nor any other person gives any undertaking, or is under any obligation, to update these forward-
looking statements for events or circumstances that occur subsequent to the date of this announcement or to update
or keep current any of the information contained herein, any changes in assumptions or changes in factors affecting
these statements and this announcement is not a representation by Naspers or any other person that they will do
so, except to the extent required by law.

The Joint Global-coordinators are acting for Prosus only in connection with the Offering and no one else, and will not
be responsible to anyone other than Prosus for providing the protections offered to clients of the Joint Global-
coordinators nor for providing advice in relation to the Offering.

In connection with the Offering mentioned herein, one or more of the Joint Global-coordinators and/or their respective
affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that
capacity may retain, purchase or sell for their own account such shares. In addition, certain of the Joint Global-
coordinators or their affiliates may enter into financing arrangements and swaps with investors in connection with
which the Joint Global-coordinators (or their affiliates) may from time to time acquire, hold or dispose of Shares. The
Joint Global-coordinators do not intend to disclose the extent of any such investment or transactions otherwise than
in accordance with any legal or regulatory obligation to do so.


Date: 07-04-2021 10:55:00
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