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ABRIDGED JSE PRE-LISTING STATEMENT
Prosus N.V.
JSE Code: PRX
ISIN: NL0013654783
("Prosus" or "the Company")
(a public company with limited liability (naamloze vennootschap) incorporated under the laws of the
Netherlands, with its statutory seat (statutaire zetel) in Amsterdam, the Netherlands, currently named
Myriad International Holdings N.V.)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE THE COMPANY TO TAKE
ANY FURTHER ACTION.
ABRIDGED JSE PRE-LISTING STATEMENT
This abridged pre-listing statement, for purposes of the JSE (as defined below),
(the Abridged Pre-listing Statement) has been prepared in connection with the
Capital Restructure (as defined below) and the admission to listing and trading of
all the N Ordinary shares in the capital of Myriad International Holdings N.V. (to be
renamed Prosus N.V. with effect from the Settlement Date (as defined below)) (the
Company) with a nominal value of EUR0.05 each (the Prosus N Ordinary Shares) on Euronext
Amsterdam (Euronext Amsterdam), a regulated market operated by Euronext
Amsterdam N.V., and, as a secondary listing, on the Main Board of the Johannesburg
Stock Exchange (the JSE), a licensed exchange operated by JSE Limited (the
Admissions, and together with the Capital Restructure, the Transaction).
The information in this Abridged Pre-listing Statement has been extracted, in
summarised form, from the full prospectus and, for JSE-purposes, pre-listing
statement, issued by the Company on Monday, 26 August 2019, (the Prospectus). The
Prospectus has been made available on the Company's website at www.prosus.com.
This Abridged Pre-listing Statement is not complete and does not contain all of
the information that investors should consider in relation to the Admissions. Any
decision to invest in any Prosus N Ordinary Shares should be based on a consideration of the
Prospectus as a whole by the investor and not this Abridged Pre-listing Statement.
This Abridged Pre-listing Statement is issued in compliance with the JSE Listings
Requirements. This Abridged Pre-listing Statement does not constitute a prospectus
for the purposes of, and has not been prepared in accordance with, Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017.
Investing in Prosus N Ordinary Shares involves risks. See "Risk Factors" in the
Prospectus for a description of the risk factors that should be carefully
considered before investing in the Prosus N Ordinary Shares.
Application has been made to admit all of the Prosus N Ordinary Shares to listing and trading
on Euronext Amsterdam, under the symbol "PRX", and, as a secondary listing, on the
Main Board of the JSE, under the abbreviated name "Prosus" and the symbol "PRX"
in the "Technology—Internet" sector. The Prosus N Ordinary Shares' International Security
Identification Number (ISIN) is NL0013654783. Trading on an "as-if-and-when-issued"
basis in the Prosus N Ordinary Shares on Euronext Amsterdam and the JSE is expected to
commence at 09:00 (Central European Summer Time/South African Standard Time) on
Wednesday, 11 September 2019, (the First Trading Date). The Admission to each of
Euronext Amsterdam and the JSE is conditional to the other Admission proceeding.
Accordingly, if for any reason the Admission to Euronext Amsterdam does not proceed,
the Admission to the JSE will not proceed (and vice versa). In addition, if the Capital
Restructure does not proceed, the Admissions will not proceed.
Capitalised words and expressions used in this Abridged Pre-listing Statement
shall, unless expressly defined herein or indicated otherwise by the context, bear the
meanings given to them in the Prospectus.
1. BACKGROUND AND INTRODUCTION
On 25 March 2019, Naspers announced its intention to list its international internet
assets on Euronext Amsterdam and, as a secondary listing, on the Main Board of the JSE.
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.
As at the date of this Abridged Pre-listing Statement, all the conditions to the
implementation of the Capitalisation Issue have been fulfilled or waived.
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). Naspers N Shareholders must take appropriate advice,
as necessary, particularly in relation to the potential tax implications of the
Capitalisation Issue.
Subject to the terms and conditions set out in the Naspers Circular and for no
consideration, Naspers intends to:
- implement the capitalisation issues, in terms of which Naspers N Shareholders
will receive: (i) ultimately, Prosus N Ordinary Shares (Naspers N Shareholders will
receive Naspers M Ordinary Shares which will be automatically contributed
to the Company in return for the issue of Prosus N Ordinary Shares to Naspers N
Shareholders); or (ii) at their Election, instead of Prosus N Ordinary Shares, additional
Naspers N Ordinary Shares, (together, the Capitalisation Issue);
- implement a pro rata capitalisation issue of Naspers A Ordinary Shares to
Naspers A Shareholders; and
- make a distribution in kind of A Ordinary Shares to Naspers A Shareholders
through a pro rata distribution in kind following these capitalisation issues,
(together, the Capital Restructure).
The Naspers Board reserves the right, in its discretion, to decide not to proceed
with the Transaction until 14:00 on the last day to trade in Naspers N Ordinary
Shares in order to be able to participate in the Capitalisation Issue, currently
expected to be Tuesday, 10 September 2019. This discretion will include, but not be
limited to, the right to amend the timetable for the Transaction.
On the Capital Restructure Date, Naspers will hold its media assets (primarily
Media24) and certain ecommerce assets in South Africa (primarily Takealot,
Mr D Food and Property24), treasury shares in Naspers that are held for the
purposes of certain Naspers Group share schemes, the investments made by
Naspers Foundry, a technology start-up initiative, and between 73% and 83% of the
Prosus N Ordinary Shares (depending on the Elections made by Naspers N Shareholders in
the Naspers N Share Capitalisation Issue). At any time after the Capitalisation Issue
is implemented, depending on market conditions and other factors, Naspers may
offer to sell Prosus N Ordinary Shares to new investors.
On the Settlement Date, the Company's issued share capital is expected to
comprise, subject to the outcome of the Elections, up to 1 624 652 070 Prosus N Ordinary
Shares and up to 3 511 830 A1 Ordinary Shares. No Shares are expected to be held
in treasury by the Group. All Shares are in registered form. The Company shall not
issue share certificates or statements evidencing or purporting to evidence title
to the Shares, which will at all times remain in dematerialised form. For further
information on the Company's share capital and the rights attaching to the Shares,
please see the Prospectus and the Articles of Association.
In relation to Prosus N Ordinary Shares trading on the JSE, Prosus N Ordinary Shares will
be delivered in the form of security entitlements representing the beneficial
ownership of the Prosus N Ordinary Shares. These Prosus N Ordinary Shares will be held through
PLC Nominees for, and on behalf of, JSE Investors. PLC Nominees is a regulated
nominee in South Africa and is authorised to act as such by the South African
Financial Sector Conduct Authority.
2. OVERVIEW OF THE GROUP
On 3 April 1997, the Company was incorporated as a private limited liability
company (besloten vennootschap met beperkte aansprakelijkheid) under the laws of
the Netherlands. The Company's statutory seat (statutaire zetel) is in Amsterdam,
the Netherlands and its registered office is at Taurusavenue 105, 2132 LS Hoofddorp,
the Netherlands. The Company is registered with the Netherlands Chamber of
Commerce (Kamer van Koophandel) under number 34099856 and its Legal Entity
Identifier (LEI) is 635400Z5LQ5F9OLVT688. On 16 May 2019, the Company was
converted to a public limited liability company (naamloze vennootschap) under the
laws of the Netherlands. The Company operates under the laws of, and is domiciled
in, the Netherlands.
The Group is a global consumer internet group operating across a variety of
platforms and geographies, and is one of the largest technology investors in the
world. The Group's businesses and investments serve more than 1.5 billion people
in 89 markets, and are the market leaders in 77 of those markets. The Group's
consumer internet services span the core focus segments of Classifieds, Payments
and Fintech as well as Food Delivery, plus other online businesses, including
Etail and Travel. The Group aims to build leading companies that create value by
empowering people and enriching communities. The Group has grown by investing
in, acquiring and building leading companies. The Group typically focuses on large
consumer trends where it tries to identify changes early, invests in and adapts
proven business models for the high-growth markets it is focusing on, and leverages
its skills, local knowledge and position to build businesses that have scale and
benefit from local network effects. The Group believes that its platforms offer
customers fast, intuitive and secure environments in which to communicate and
conduct transactions. The Group focuses on several markets that present above-
average growth opportunities (when compared to mature markets) due to their
economic growth, scalability and fast-growing, mobile internet penetration levels.
The Group's businesses and investments primarily operate in China, India, Russia,
Central and Eastern Europe, North America, Latin America, Southeast Asia, the
Middle East and Africa. The Group has developed strong brands in these markets,
and believes that those global and local brands are an important way for each of
its businesses to differentiate itself from its competitors, thereby driving organic
traffic through consumer word of mouth.
The Group's businesses and investments are organised around the following
segments: Ecommerce (which comprises its interests in Classifieds, Payments and
Fintech, Food Delivery, Etail, Travel and other Ecommerce (including Ventures)),
Social and Internet Platforms (which comprises its interests in Tencent and Mail.ru
Group) and Corporate (relating to its Group-level corporate services and treasury
function).
Ecommerce (Global Consumer Internet Portfolio)
Payments and Social and Internet
Classifieds Fintech Food Delivery Etail Travel Ventures Platforms
OLX 100% PayU 98.8% iFood 54.8% eMAG 80.1% MakeMyTrip 42.6% Udemy 12.7% Tencent 30.99%
Avito 100% Remitly 21.8% Delivery Hero 22.3% Brainly 42.7% Mail.ru Group 28.0%
Dubizzle 100% Swiggy 38.8% SimilarWeb 24.2%
Letgo 79.9% Codecademy 21.1%
SoloLearn 15.3%
Honor 16.5%
BYJU'S 11.6%
Movile 82.1%
Meesho 12.1%
(1) This table shows the Group's effective interest in each of the companies as at the date of the Prospectus.
(2) In April 2019, the Group announced that, subject to customary closing conditions, including
obtaining the requisite regulatory approvals, it will exchange its interest in MakeMyTrip for
an interest in Ctrip. Concurrent with the share exchange, Ctrip will invest certain ordinary
shares and class B shares of MakeMyTrip in a third-party investment entity. Post the Ctrip
Transaction, the Group will own approximately 6% of Ctrip's outstanding ordinary shares,
and Ctrip and the third-party investment entity will own ordinary shares and class B shares
of MakeMyTrip, representing approximately 49% and 4% of MakeMyTrip's total voting power,
respectively. On 20 August 2019, the Competition Commission of India approved the Ctrip
Transaction. As at the date of this Prospectus, some of the closing conditions have not been
met. The Ctrip Transaction is expected to close in August 2019.
For information on the Group's business, see the "Business" section of the
Prospectus.
3. SUMMARY OF FINANCIAL INFORMATION AND OPERATING DATA
The following tables set out the Group's combined income statement, combined
statement of financial position, combined statement of cash flows and certain other
financial data as at the dates and for the periods indicated. The selected combined
financial information set forth below has been derived from: (i) the unaudited but
reviewed combined carve-out financial statements of the Group as of 30 June 2019
and for the three-month periods ended 30 June 2019 and 2018 and the related notes
thereto (the Interim Combined Carve-out Financial Statements), and (ii) the
audited combined carve-out financial statements of the Group as of and for each
of the years ended 31 March 2019, 2018 and 2017 and the related notes thereto (the
Annual Combined Carve-out Financial Statements, and together with the
Interim Combined Carve-out Financial Statements, the Combined Carve-out
Financial Statements).
Combined Income Statement
Three months
ended 30 June Fiscal Year
2019 2018 2019 2018 2017
(US$ in millions)
Revenue from contracts with
customers 677 589 2 654 2 303 1 835
Cost of providing services and sale of
goods (407) (324) (1 596) (1 384) (1 136)
Selling, general and administration
expenses (389) (322) (1 436) (1 507) (1 492)
Other gains/(losses) - net - (17) (40) (27) (25)
Operating loss (119) (74) (418) (615) (818)
Interest income 62 58 265 34 17
Interest expense (51) (50) (200) (195) (200)
Other finance income/(costs - net 17 66 114 (330) (638)
Share of equity-accounted results 1 486 1 091 3 409 3 292 1 857
(Impairment)/reversal of impairment of
equity-accounted investments - - (88) (46) 1
Dilution (losses)/gains on equity-
accounted investments 1 (18) (182) 9 224 (119)
Net gains on acquisitions and
disposals 20 - 1 610 30 249
Profit before taxation 1 416 1 073 4 510 11 394 349
Taxation (21) (5) (258) (39) (11)
Profit from continuing operations 1 395 1 068 4 252 11 355 338
Profit from discontinued operations - - - - 2 062
Profit for the period 1 395 1 068 4 252 11 355 2 400
Attributable to:
Equity holders of the group 1 432 1 082 4 307 11 485 2 606
Non-controlling interests (37) (14) (55) (130) (206)
Summary of Combined Statement of Financial Position
As at
30 June As at 31 March
2019 2019 2018 2017
(US$ in millions)
ASSETS
Goodwill and other intangible assets 2 894 2 829 3 139 3 185
Investments in associates 20 360 19 746 16 669 10 691
Investments in joint ventures 86 95 74 66
Other non-current assets 424 211 205 160
Inventory 136 148 139 94
Trade receivables 153 135 169 138
Other current assets 999 531 376 339
Short-term investments 6 739 7 037 - -
Cash and cash equivalents 2 422 2 131 10 809 3 209
TOTAL ASSETS 34 213 32 863 31 580 17 882
EQUITY AND LIABILITIES
Total equity 28 448 27 249 24 356 11 573
Total debt(1) 3 455 3 274 3 285 2 921
Other non-current liabilities(2) 803 790 1 244 1 978
Trade payables 208 244 290 254
Other current liabilities 1 299 1 306 2 405 1 156
TOTAL EQUITY AND LIABILITIES 34 213 32 863 31 580 17 882
(1) Total debt includes total interest-bearing loans, interest-bearing capitalised finance leases,
bank overdrafts and other non-interest-bearing loans.
(2) Other non-current liabilities include written put option liabilities, cash-settled share-based
payment liabilities and other non-current liabilities.
Summary of Combined Statement of Cash Flows
Three months
ended 30 June Fiscal Year
2019 2018 2019 2018 2017
(US$ in millions)
Net cash generated from/(utilised in)
operating activities 243 264 (24) (279) (406)
Net cash generated from/(utilised in)
investing activities 212 (7 729) (6 483) 7 846 2 905
Net cash utilised in financing activities (155) (376) (2 121) (31) (242)
Net movement in cash and cash
equivalents 300 (7 841) (8 628) 7 536 2 257
Summary Segmental Data
The following tables set out the Group's revenue and trading profit by segment on
an "economic-interest" basis for the periods indicated along with a reconciliation
to the Group's consolidated revenue and trading profit for the relevant periods as
reported on a statutory basis.
Trading (loss)/
Revenue profit
Three months Three months
ended 30 June ended 30 June
2019 2018 2019 2018
(US$ in millions)
Ecommerce comprising:
- Classifieds 284 189 16 20
- Payments and Fintech 96 87 (19) (13)
- Food Delivery 129 88 (131) (16)
- Etail 249 371 (11) (36)
- Travel 51 66 (7) (7)
- Other 72 54 (41) (34)
Total Ecommerce 881 855 (193) (86)
Social and Internet Platforms
comprising:
- Tencent 3 890 3 548 1 196 1 143
- Mail.ru 76 69 - 7
Total Social and Internet Platforms 3 966 3 617 1 196 1 150
Corporate services - (1) (3) (5)
Total (economic interest(1)) 4 847 4 471 1 000 1 059
Less:
Equity-accounted investments (4 170) (3 882) (1 086) (1 086)
Total from combined group 677 589 (86) (27)
Revenue Trading (loss)/profit
Fiscal Year Fiscal Year
2019 2018 2017 2019 2018 2017
(US$ in millions)
Ecommerce comprising:
- Classifieds 857 614 419 (6) (120) (330)
- Payments and Fintech 360 294 186 (43) (64) (69)
- Food Delivery 377 166 54 (171) (30) 5
- Etail 1 529 1 838 1 594 (101) (223) (258)
- Travel 234 211 123 (37) (61) (88)
- Other 239 219 175 (194) (154) (126)
Total Ecommerce 3 596 3 342 2 551 (552) (652) (866)
Social and Internet Platforms
comprising:
- Tencent 14 457 12 024 7 506 3 929 3 675 2 701
- Mail.ru 287 257 186 23 51 60
Total Social and Internet
Platforms 14 744 12 281 7 692 3 952 3 726 2 761
Corporate services - - - (17) (14) (14)
Total (economic interest(1)) 18 340 15 623 10 243 3 383 3 060 1 881
Less:
Equity-accounted
investments (15 686) (13 320) (8 375) (3 683) (3 446) (2 560)
Eliminations(2) - - (33) - - -
Total from continuing
operations 2 654 2 303 1 835 (300) (386) (679)
Total from discontinued
operations(3) - - 327 - - 137
Total from combined
group 2 654 2 303 2 162 (300) (386) (542)
(1) Economic interest refers to the Group's share of revenue or trading profit from investments
in associated companies and joint ventures which are presented on a proportionately
consolidated basis for segmental reporting purposes in accordance with IFRS 8, Operating
Segments. Proportionate consolidation is a method of accounting whereby the Group's
share of each of the income and expenses of associated companies and joint ventures is
combined line by line with similar items in the Group's operating segments.
(2) Eliminations include inter-group transactions with the discontinued operations.
(3) The Group disposed of its marketplace business (Allegro and Ceneo) in January 2017.
For the complete Combined Carve-out Financial Statements, together with the
independent auditor's reports thereon, please see the Prospectus. No pro forma
financial information or profit forecast has been included in the Prospectus. There
are no qualifications in the reports provided by the independent auditor on the
historical financial information for: (i) the three months ended 30 June 2019 and
2018; and (ii) the fiscal years of the Company ended 31 March 2019, 2018 and 2017.
However, the unqualified opinion for the Annual Combined Carve-out Financial
Statements includes an emphasis of matter paragraph, in which the Company's
auditor noted that the Group did not operate as an entity separate from Naspers in
the past and therefore the Annual Combined Carve-out Financial Statements may
not be indicative of the Group's future performance and what its combined results
of operations, financial position and cash flows would have been, had the Group
operated as a separate entity from Naspers for the periods presented.
4. DIRECTORS
The details of the Directors are set out below:
Name Age Position
Bekker, Jacobus Petrus (Koos) 66 Non-executive Chair
Van Dijk, Bob 46 Chief Executive Officer and
Executive Director
Sgourdos, Vasileios (Basil) 49 Financial Director and
Executive Director
Choi, Emilie Monica 41 Non-executive Director(1)(2)
Du Toit, Hendrik Jacobus 57 Non-executive Director(1)(2)
Enenstein, Craig Lawrence 50 Non-executive Director(1)(2)
Eriksson, Donald Gordon (Don) 74 Non-executive Director(1)(2)
Jafta, Rachel Catharina Cornelia 58 Non-executive Director(2)
Letele, Francis Lehlohonolo Napo (Nolo) 69 Non-executive Director
Meyer, Debra 52 Non-executive Director(2)
Oliveira de Lima, Roberto 68 Non-executive Director(1)(2)
Pacak, Stephan Joseph Zbigniew (Steve) 64 Non-executive Director
Phaswana, Tshamano Mohau Frederik (Fred) 75 Non-executive Director and
Lead Independent Director(2)
Sorour, Mark Remon 57 Non-executive Director
Stofberg, Jacobus Du Toit (Cobus) 68 Non-executive Director
Van der Ross, Benedict James (Ben) 72 Non-executive Director(2)
(1) The Director is an independent non-executive Director for the purposes of the Dutch
Corporate Governance Code.
(2) The Director is an independent non-executive Director for the purposes of the South African
King Code. When considering the composition of any Board committee, the Company will apply
the test for a non-executive Director's independence set out in the South African King Code.
On 7 May 2019, Naspers announced that Manisha Girotra (50) will be appointed as
a non-executive Director of the Company and a non-executive director of Naspers
after the date of the Admissions. It is expected that she will be an independent non-
executive Director for the purposes of the Dutch Corporate Governance Code and
the South African King Code. As at the date of the Prospectus, she is not, and as at
the date of the Admissions she will not be, a Director.
The business address of the Directors is c/o Myriad International Holdings N.V. (to
be renamed Prosus N.V. with effect from the Settlement Date), Taurusavenue 105,
2132 LS Hoofddorp, the Netherlands.
5. SALIENT DATES AND TIMES
The timetable below lists certain expected key dates for the Transaction.
Event(1) Date (2019)
Publication of the Prospectus Monday, 26 August
Elections in relation to the Naspers N Share
Capitalisation Issue open Monday, 26 August
Last day to trade in Naspers N Ordinary Shares in
order to be able to participate in the Capitalisation
Issue Tuesday, 10 September
Naspers N Ordinary Shares trade "ex" the
entitlement to participate in the Capitalisation Issue Wednesday, 11 September
Listing of Prosus N Ordinary Shares on
Euronext Amsterdam and the JSE at 09:00 Wednesday, 11 September
Announcement to be released on SENS on the cash
proceeds in respect of fractional entitlements of
Naspers N Ordinary Shares by 11:00 Thursday, 12 September
Elections in relation to the Naspers N Share
Capitalisation Issue close at 12:00 Friday, 13 September
Record Date at 17:00 Friday, 13 September
Listing of Naspers N Ordinary Shares
pursuant to the implementation of the Naspers
N Share Capitalisation Monday, 16 September
Implementation 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) and the
Naspers A Share Capitalisation Issue Monday, 16 September
Settlement of the Capitalisation Issue(2) Monday, 16 September
The Bank of New York Mellon, as depositary, expects
to receive credit of the Prosus N Ordinary Shares (at its
custodian banks in the Netherlands) allocated to
the Company ADS Facility pursuant to the Naspers
M Share Capitalisation Issue and to deliver the on or about Monday,
Company ADSs to holders of the Naspers ADSs 16 September
A Share Distribution implemented and the Capital
Restructure Date Tuesday, 17 September
(1) These dates and times are subject to change and references to time are to Central
European Summer Time/South African Standard Time. Any material changes will be
announced in a press release published and placed on the Company's website
(www.prosus.com) and on SENS.
(2) As trading of Prosus N Ordinary Shares will be settled in Euroclear Nederland and the Strate
System, as the case may be, settlement of the first trades will take place three trading
days after the first trades are executed in order to accommodate settlement in the
Strate System. Prosus N Ordinary Shares are expected to list and commence trading on
Euronext Amsterdam and the JSE on an "as-if-and-when-issued" basis on Wednesday,
11 September 2019 and the trades executed on the First Trading Date are expected to settle
on Monday, 16 September 2019, on both Euronext Amsterdam and the JSE. Following the
First Trading Date, settlement of trades in Prosus N Ordinary Shares will take place two trading
days after a trade is executed through the book-entry systems of Euroclear Nederland, in
the case of Euronext Amsterdam, and three trading days after a trade is executed in the
Strate System, in the case of the JSE.
6. COPIES OF THE PROSPECTUS AND OTHER DOCUMENTS RELATING TO THE ADMISSIONS
The Prospectus is published in English only. Subject to any applicable securities
laws, copies of the Prospectus, the independent auditor's reports on the Annual
Combined Carve-out Financial Statements and the Interim Combined Carve-
out Financial Statements, respectively, and certain other documents relating to
the Admissions, will be available and can be obtained free of charge from the
Company's website (www.prosus.com) and, during their normal business hours, at
the registered office of the Company (Taurusavenue 105, 2132 LS Hoofddorp, the
Netherlands) and the JSE Sponsor (100 Grayston Drive, Sandton, Johannesburg
2196, South Africa) from the date of this Prospectus until at least the Settlement Date.
Hoofddorp, the Netherlands
Monday, 26 August 2019
DISCLAIMER
Prospective investors are expressly advised that an investment in Prosus N Ordinary Shares entails certain
risks and that they should therefore carefully read and review the entire Prospectus. Prospective
investors should not just rely on key information or information summarised within the Prospectus
or this Abridged Pre-listing Statement. Prospective investors should, in particular, read the section
of the Prospectus entitled "Risk Factors" when considering an investment in the Prosus N Ordinary Shares.
A prospective investor should not invest in Prosus N Ordinary Shares unless it has the expertise (either
alone or with a financial adviser) to evaluate how the Prosus N Ordinary Shares will perform under changing
conditions, the resulting effects on the value of the Prosus N Ordinary Shares and the impact this investment
will have on the prospective investor's overall investment portfolio. Prospective investors should also
consult their own tax advisers as to the tax consequences of the purchase, ownership and disposal of
the Prosus N Ordinary Shares.
The content of this Abridged Pre-listing Statement and the Prospectus should not be construed as
business, legal or tax advice. It is not intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation by any of the Company, the Directors, Naspers
(or its directors) or any of the Financial Advisers, the Euronext Listing and Paying Agent, the JSE
Sponsor or any of their respective representatives that any recipient of this Abridged Pre-listing
Statement and/or the Prospectus should purchase any Prosus N Ordinary Shares. None of the Company,
Naspers or any of the Financial Advisers, the Euronext Listing and Paying Agent or the JSE Sponsor,
or any of their respective representatives, is making any representation to any prospective investor
regarding the legality of an investment in the Prosus N Ordinary Shares by such prospective investor under
the laws and regulations applicable to such prospective investor. Prospective investors should consult
their own professional adviser before making any investment decision with regard to the Prosus N Ordinary
Shares, among other things, to consider such investment decision in light of his or her personal
circumstances and in order to determine whether or not such prospective investor is eligible to
purchase Prosus N Ordinary Shares. In making an investment decision, prospective investors must rely on
their own analysis, enquiry and examination of the Company and the Prosus N Ordinary Shares, including the
merits and risks involved.
The release, publication or distribution of this Abridged Pre-listing Statement in jurisdictions other
than the Netherlands and South Africa may be restricted by law and therefore persons into whose
possession this Abridged Pre-listing Statement 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, Naspers and the Company disclaim any responsibility or liability for the violation
of such requirements by any person. Notices for prospective investors located in, or resident of,
certain jurisdictions are set out in the Prospectus. The Prosus N Ordinary Shares have not been, and will
not be, registered under the U.S. Securities Act of 1933, as amended, (the U.S. Securities Act) or the
securities laws of any state of the United States.
This Abridged Pre-listing Statement 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 Shares (whether pursuant to this Abridged Pre-listing Statement
or otherwise) in any jurisdiction, including an offer to the public or section of the public in any
jurisdiction. This Abridged Pre-listing Statement does not constitute a prospectus for the purposes
of, and has not been prepared in accordance with, Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017. This Abridged Pre-listing Statement does not comprise
a prospectus or a prospectus equivalent document or announcement, nor does it constitute an
advertisement of an offer as envisaged in the South African Companies Act.
This Abridged Pre-listing Statement 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 Abridged Pre-listing Statement had been prepared in accordance with the laws
and regulations of any jurisdiction outside of South Africa, including the Netherlands.
This Abridged Pre-listing Statement and the Prospectus include forward-looking statements. These
forward-looking statements are subject to a number of risks and uncertainties, many of which are
beyond the Group's control and all of which are based on the Group's current beliefs and expectations
about future events. Forward-looking statements are sometimes identified by the use of forward-
looking terminology such as "aim", "annualised", "anticipate", "assume", "believe", "continue",
"could", "estimate", "expect", "goal", "hope", "intend", "may", "objective", "plan", "position",
"potential", "predict", "project", "risk", "seek", "should", "target", "will" or "would" or the highlights
or the negatives thereof, other variations thereon or comparable terminology. These forward-looking
statements include all matters that are not historical facts. They appear in a number of places
throughout this Abridged Pre-listing Statement and the Prospectus and include statements that
reflect the Company's intentions, beliefs or current expectations and projections about the Group's
future results of operations, financial condition, liquidity, performance, prospects, anticipated
growth, strategies and opportunities and the markets in which the Group operates. In particular,
the statements under the headings "Summary", "Risk Factors", "Dividends and Dividend Policy",
"Business" and "Operating and Financial Review" in the Prospectus regarding the Group's strategy,
targets, expectations, objectives, future plans and other future events or prospects are forward-looking
statements. These forward-looking statements and other statements contained in this Abridged
Pre-listing Statement and the Prospectus regarding matters that are not historical facts involve
predictions. No assurance can be given that such future results will be achieved; actual events or
results may differ materially as a result of risks and uncertainties facing the Group. Such risks and
uncertainties could cause actual results to vary materially from the future results indicated, expressed
or implied in such forward-looking statements. Forward-looking statements in this Abridged Pre-
listing Statement and the Prospectus speak only as of the date of this Abridged Pre-listing Statement
and the Prospectus. Except as required by applicable laws and regulations, the Group expressly
disclaims any obligation or undertaking to update or revise the forward-looking statements contained
in this Abridged Pre-listing Statement and the Prospectus to reflect any change in its expectations or
any change in events, conditions or circumstances on which such statements are based.
Each Financial Adviser, the Euronext Listing and Paying Agent and the JSE Sponsor is acting
exclusively for the Company and/or Naspers and no one else in connection with the Transaction.
None of them will regard any other person (whether or not a recipient of this Abridged Pre-listing
Statement and/or the Prospectus) as their respective client in relation to the Transaction and will
not be responsible to anyone other than the Company and/or Naspers for providing the protections
afforded to their respective clients or for giving advice in relation to, respectively, the Transaction or
any transaction or arrangement referred to herein.
JSE Sponsor
Investec Bank Limited
South African Legal Adviser (Lead) South African Legal Adviser
Webber Wentzel Glyn Marais Inc.
Dutch and US Legal Adviser Independent Auditor
Allen & Overy LLP PricewaterhouseCoopers Inc.
Lead Financial Advisers Other Financial Advisers
Goldman Sachs International Banca IMI S.p.A.
J.P. Morgan Securities plc Bank of America Merrill Lynch International DAC,
Amsterdam Branch
Morgan Stanley & Co. International plc Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
ICBC Standard Bank plc
ING Bank N.V.
Dutch and US Legal Adviser to Financial Advisers Euronext Listing and Paying Agent
Linklaters LLP ING Bank N.V.
JSE Transfer Secretary Cross-border Settlement Agent
Computershare Investor Services Proprietary Limited Citibank, N.A. South Africa Branch
Date: 26/08/2019 09:55:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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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,
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