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NASPERS LIMITED - Finalisation announcement in relation to the Unbundling of Multichoice Group Limited Shares to Naspers Shareholders

Release Date: 19/02/2019 13:00
Code(s): NPN     PDF:  
Wrap Text
Finalisation announcement in relation to the Unbundling of Multichoice Group Limited Shares to Naspers Shareholders

Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1925/001431/06)
Share code: NPN
ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003


FINALISATION ANNOUNCEMENT IN RELATION TO THE UNBUNDLING OF MULTICHOICE
GROUP LIMITED SHARES TO NASPERS SHAREHOLDERS AND LISTING OF MULTICHOICE
GROUP LIMITED ON THE JSE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR
WOULD REQUIRE FURTHER ACTION FOR SUCH PURPOSE

1.    Introduction

Naspers "N" and "A" shareholders are referred to the announcement released on SENS on Monday,
21 January 2019 ("Naspers Unbundling Announcement") which set out the details of the proposed
unbundling by Naspers of its video entertainment business currently held by its wholly-owned
subsidiary, MultiChoice Group Limited ("MultiChoice") through a pro rata distribution in specie
("Unbundling") and the proposed simultaneous listing of MultiChoice on the main board of the
securities exchange operated by the JSE Limited as a primary listing.

Unless expressly defined, capitalised terms used in this announcement shall bear the same
meanings ascribed to them in the Naspers Unbundling Announcement.

There have been no changes to the terms and expected timing of the Unbundling set out in the
Naspers Unbundling Announcement. For ease of reference, the expected timetable is set out
hereunder:(1)

 Event                                                            Time and/or date(2)

                                                                  Tuesday,
 Publication of this announcement                                 19 February 2019
                                                                 
                                                                  Tuesday,
 Last day to trade in order to participate in the Unbundling(3)   26 February 2019
                                                                  
 Admission to listing and trading of MultiChoice Shares on the    Wednesday,
 JSE from commencement of trade (MCG - ISIN:                      27 February 2019                                           
 ZAE000265971)
                                                                  
 Naspers "N" Shares trade "ex" entitlement to receive the         Wednesday,
 Unbundled MultiChoice Shares                                     27 February 2019
 
 Announcement to be released on SENS on the fractional Cash       Thursday,
 Proceeds of "A" ordinary shares by 11h00(4)                      28 February 2019
 
 The ratio apportionment of expenditure and market value in       Thursday,
 respect of "N" ordinary shares for the Unbundling released on    28 February 2019                                                            
 SENS
                                                                  
 Unbundling Record Date and Time (both in respect of Naspers      17.00 on Friday,
 shareholders and Naspers ADS holders)                            1 March 2019

                                                                  
 Unbundling Operative Date                                        9.00 on Monday,
                                                                  4 March 2019
 
 Naspers shareholders’ accounts at Central Securities
 Depositary Participants and/or brokers expected to be updated    Monday, 4 March 2019
 and credited with Unbundled MultiChoice Shares
 
 Despatch of share certificates for MultiChoice Shares to
 Naspers shareholders                                             Monday, 4 March 2019                                                                                                         
                                                                       
 Bank of New York Mellon, as depositary, expects to receive
 credit of Unbundled MultiChoice Shares at their custodian banks  Monday, 4 March 2019
 in South Africa for proportion allocated to ADS and to issue
 ADSs to holders of Naspers ADS
                                                                              
 

Notes:

         1    The expected dates and times listed above may be subject to change. Any material changes will
              be announced on SENS. All references to times are to South African standard time unless
              otherwise stated.
         2      All references to times are to South African standard time, unless otherwise stated.
         3    There will be no Dematerialisation or Rematerialisation of "N" ordinary shares from Wednesday,
              27 February 2019 up to and including Friday, 1 March 2019.
         4    The Unbundling will result in certain holders of "A" ordinary shares being entitled to fractions of
              Unbundled MultiChoice Shares. Any fractional entitlements to Shares which holders of "A"
              ordinary shares are entitled will be dealt with in accordance with the Naspers Unbundling
              Announcement.

Disclaimer

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 may come
should inform themselves about, and observe, any such applicable restrictions or requirements. Any
failure to comply with such restrictions or requirements may constitute a violation of the securities
laws and regulations of any such jurisdiction. To the fullest extent permitted by applicable law,
Naspers disclaims any responsibility or liability for the violation of such restrictions or requirements
by any person. This announcement has been prepared for the purposes of complying with the JSE
Listings Requirements and the information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the laws and regulations
of any jurisdiction outside of those outlined above.

This announcement does not constitute an offer or form part of any offer or invitation to purchase,
subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue, any
securities including Unbundled MultiChoice Shares (whether pursuant to this announcement or
otherwise) in any jurisdiction, including an offer to the public or section of the public in any jurisdiction.
This announcement does not comprise a prospectus or a prospectus equivalent announcement, nor
does it constitute an advertisement of an offer as envisaged in the Companies Act.

This announcement may include forward-looking statements including those about the Naspers
Group, the MultiChoice Group, their prospects and/or the Unbundling and/or the Listing, which are
based on current expectations and projections about future events. These statements may include,
without limitation, any statements preceded by, followed by or including words such as "target",
"believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have",
"likely", "should", "would", "could" and other words and terms of similar meaning or the negative
thereof. These forward-looking statements are subject to risks, uncertainties and assumptions
including about the Naspers Group, the MultiChoice Group, the Unbundling and the Listing. In the
light of these risks, uncertainties and assumptions, the events in the forward-looking statements may
not occur or occur in the manner suggested by the forward-looking statement. No representation or
warranty is made that any forward-looking statement will come to pass and, in particular, no
representation or warranty is made that the Unbundling or the Listing will be implemented (either
wholly or in part). No one undertakes to publicly update or revise any such forward-looking statement.
The information contained in this announcement is provided as at the date of this announcement and
is subject to change without notice. Naspers and the MultiChoice Group expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in its expectations with regard thereto or any change in events,
conditions or circumstances on which any of such statements are based.



Cape Town
19 February 2019
                                                                                                 

Sponsor
Investec Bank Limited

Joint Financial Advisers
Citigroup Global Markets Limited
Morgan Stanley & Co International plc

Legal adviser
Webber Wentzel

About Naspers

Founded in 1915, Naspers is a global internet and entertainment group and one of the largest
technology investors in the world. Operating in more than 120 countries and markets with long-term
growth potential, Naspers builds leading companies that empower people and enrich communities.
It runs some of the world’s leading platforms in internet, video entertainment, and media.

Naspers companies connect people to each other and the wider world, help people improve their
daily lives, and entertain audiences with the best of local and global content. Every day, millions of
people use the products and services of companies that Naspers has invested in, acquired or built,
including Avito, Brainly, BYJU’S, Codecademy, eMAG, Honor, ibibo, iFood, letgo, Media24, Movile,
MultiChoice, OLX, PayU, Showmax, SimilarWeb, Swiggy, Takealot, Udemy, and WeBuyCars.

Similarly, hundreds of millions of people have made the platforms of its associates a part of their
daily lives: Tencent (www.tencent.com; SEHK 00700), Mail.ru (www.corp.mail.ru; LSE: MAIL),
MakeMyTrip Limited (www.makemytrip.com;NASDAQ:MMYT) and DeliveryHero
(www.deliveryhero.com; Xetra: DHER).

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 ADS listing on the London Stock
Exchange (LSE: NPSN).

For more information, please visit www.naspers.com

Date: 19/02/2019 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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