Naspers - circular & GM notice
Naspers N Shareholders and A Shareholders (Shareholders) are referred to the announcements made by the Company on:
(i) 25 March 2019 in relation to the Company's intention to form a new global consumer internet group, comprising the Naspers group's international internet assets (Proposed Transaction). These assets will be held by Myriad International Holdings N.V. (previously referred to as NewCo and to be renamed Prosus N.V.), an existing subsidiary of Naspers incorporated in accordance with Dutch laws (Prosus). The Prosus N Ordinary Shares are proposed to be admitted to listing and trading on Euronext Amsterdam and, as a secondary, inward listing on the Main Board of the JSE
(ii) 29 May 2019 in relation to the posting of a circular (Original Circular) and notice of a general meeting of Shareholders pertaining to the Proposed Transaction, and
(iii) 21 June 2019 pertaining to the withdrawal of the notice convening such general meeting of Shareholders and the cancellation of the general meeting as a result of an administrative error.
Shareholders were advised that a revised circular (Circular), containing the new timetable for the Proposed Transaction has been posted to Shareholders today, Friday 19 July 2019. The Circular includes a notice convening a new general meeting of Shareholders (General Meeting) to be held on Friday 23 August 2019, immediately following the annual general meeting of the Company to be held at 11:15 on Friday 23 August 2019 at the Daisy Room, second floor, Cape Town International Convention Centre 2, corner of Heerengracht and Rua Bartholomeu Dias, Foreshore, Cape Town, South Africa at which Shareholders will be requested to consider, and if deemed fit, pass the Resolution required to be adopted to implement the Proposed Transaction.
The Circular includes a new Form of Proxy and a new Form of Election to be completed by Shareholders. Shareholders should note that all Forms of Proxy and Forms of Election completed in terms of the Original Circular are of no force or effect.
An electronic copy of the Circular is available on the Company's website at www.naspers.com and additional copies of the Circular can be obtained from the Company and the Sponsor at their respective addresses provided in the Corporate Information section of the Circular during normal business hours from today, 19 July 2019 up to and including the date of the General Meeting, being Friday 23 August 2019.
The following indicative timetable sets out the new expected dates for the General Meeting, the Capitalisation Issue, Naspers A Share Capitalisation Issue and Prosus A Share Distribution:
* Circular and General Meeting Notice posted to Shareholders Friday 19 July
* Last day to trade Naspers N Ordinary Shares in order to be recorded in the Naspers register on the Record Date to be eligible to vote and participate at the General Meeting Tuesday 13 August
* General Meeting to be held at the Daisy Room, second floor, Cape Town International Convention Centre 2, corner of Heerengracht and Rua Bartholomeu Dias, Foreshore, Cape Town, South Africa immediately following the annual general meeting of the Company commencing at 11:15 Friday 23 August
* Results of the General Meeting to be released on SENS Friday 23 August
* Publication of Prospectus Monday 26 August
* Listing of the Prosus N Ordinary Shares on Wednesday Euronext Amsterdam and the JSE 11 September