UBS AG - Notification of Potential Adjustment Event on UBS Long/Short Certificates on Naspers (Long) vs. Tencent (Short)

Notification of Potential Adjustment Event on UBS Long/Short Certificates on Naspers (Long) vs. Tencent (Short)

UBS AG, London Branch
(“UBS AG” or the “Company”)
(Incorporated and domiciled in Switzerland)
(Registration number: CHE-101.329.561)

Notification of Potential Adjustment Event on UBS Long/Short Certificates
on Naspers Limited (Long) vs. Tencent Holdings Limited (Short)

Certificateholders of UBS Long/Short Certificates on Naspers Limited (Long)
vs. Tencent Holdings Limited (Short) are hereby advised of a Potential
Adjustment Event that may have a diluting or concentrative effect on the
theoretical value of the relevant Shares.

On 25 March 2019, Naspers Limited ("Naspers") announced its intention to
form a new global consumer internet group, by listing its global consumer
internet assets 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, on Euronext
Amsterdam with a secondary, inward listing on the Main Board of the
Johannesburg Stock Exchange.

On 19 July 2019, Naspers issued a circular to its shareholders in relation
to the extraordinary general meeting of Naspers shareholders (the Naspers
Circular), in which it announced its intention, subject to the terms and
conditions set out in the Naspers Circular, to implement the Capital
Restructure and the Admissions (the Transaction).

On 23 August 2019, Naspers's shareholders approved, inter alia, the
resolutions required to authorise the implementation of the Capital
Restructure.

The Transaction provides flexibility to Naspers N Shareholders by giving
them the option to receive Prosus N Ordinary Shares (under the Naspers M
Share Capitalisation Issue) or additional Naspers N Ordinary Shares (under
the Naspers N Share Capitalisation Issue). Certificateholders are referred
to the prospectus prepared in connection with the Capital Restructure for
further   information,  which  is   available   on  Prosus's   website  at
www.prosus.com.

Key dates in the expected timeline:

Elections in relation to the Naspers N Share Capitalisation Issue open
Monday, 26 August 2019

Last day to trade in Naspers N Ordinary Shares in order to be able to participate in the Capitalisation
Issue
Tuesday, 10 September 2019

Listing of Prosus N Ordinary Shares on Euronext Amsterdam and the JSE under the symbol "PRX" with ISIN
NL0013654783
Wednesday, 11 September 2019

Naspers N Ordinary Shares trade "ex" the entitlement to participate in the Capitalisation Issue
Wednesday, 11 September 2019


Elections in relation to the Naspers N Share Capitalisation Issue close
12:00 on Friday, 13 September 2019

Record Date and Time                     
17:00 on Friday, 13 September 2019

Implementation and settlement of the Capitalisation Issue (including the issue of Naspers M Ordinary Shares and the automatic contribution for
the issue of the Prosus N Ordinary Shares)
Monday, 16 September 2019

In accordance with the Capitalisation Issue and listing of Prosus on the
JSE, the Long Reference Share, the Redemption Amount in respect of a
Valuation Date, and/or the initial cash component (C0) is expected to
change.

Details on the adjustments to the Certificates including effective dates of
the adjustments will be communicated in due course.

The Potential Adjustment Event may affect the following certificates:

INSTRUMENT NUMBER:   83200
ALPHA CODE:          UBNPNC
ISIN:                ZAE000270807

INSTRUMENT NUMBER:   83201
ALPHA CODE:          UBNPND
ISIN:                ZAE000270815

INSTRUMENT NUMBER:   83202
ALPHA CODE:          UBNPNE
ISIN:                ZAE000270823

INSTRUMENT NUMBER:   83203
ALPHA CODE:          UBNPNF
ISIN:                ZAE000270831

INSTRUMENT NUMBER:   83204
ALPHA CODE:          UBNPNG
ISIN:                ZAE000270849

The Calculation Agent will determine the effect of the Potential Adjustment
Event and make the corresponding adjustments as determined appropriate to
account   for  this   event.  This   will  be   communicated  directly   to
Certificateholders. The adjustment may have an effect on the value of the
certificate.

For further information kindly contact:
UBS KeyInvest South Africa
Tel.: +27 11 322 7129 / 7317
E-mail: keyinvestza@ubs.com
Web: http://keyinvest-za.ubs.com/products

Johannesburg
28 August 2019

Sponsor: UBS South Africa (Pty) Limited

Date: 28/08/2019 05:00:00
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