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NASPERS LIMITED - Dealings in securities

Release Date: 11/09/2019 07:05
Code(s): NPN     PDF:  
 
Wrap Text
Dealings in securities

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 6315121003
(“Naspers” or “the company”)

DEALING IN SECURITIES

IN COMPLIANCE WITH RULE 3.92 OF THE JSE LISTINGS REQUIREMENTS, THE FOLLOWING INFORMATION IS DISCLOSED: -

Group share-based incentive plan:      Naspers Restricted Stock Plan Trust
Company:                               Naspers Limited
Transaction date:                      9 September 2019
Number of shares:                      50 051 Naspers shares
Class of shares:                       N ordinary
Total value of transaction:            R176 967 608.03
Volume weighted average
price per share:                       R3 535.7457
Highest price per share:               R3 550.00
Lowest price per share:                R3 521.64
Nature of transaction:                 On market acquisition of Naspers N ordinary shares
                                       to satisfy the Naspers Restricted Stock Plan Trust’s
                                       obligation toward its participants for awards made.

Nature of interests:                   Indirect beneficial
Clearances:                            Clearance has been received in terms of paragraph
                                       3.92 of the JSE Listings Requirements


NASPERS RESTRICTED STOCK UNIT PLAN – PERFORMANCE CONDITION FOR INITIAL PERFORMANCE STOCK UNIT (PSU) AWARDS

At the annual general meeting of shareholders on 23 August 2019, shareholders
approved an amendment to the Naspers Restricted Stock Plan Trust Deed (“Trust
Deed”) to incorporate a performance stock unit plan (“PSU Plan”). At the time of the
publication of the Naspers FY19 remuneration report, the human resources and
remuneration committee (the “Committee”) was still considering the final design of
the PSU performance condition and as such, was unable to disclose the details of the
performance condition for the initial PSU award to be granted to executive directors.
The committee has settled the final details.

Several equity indices such as MSCI Emerging Markets, Nasdaq, etc. were considered,
none of which reflected the global nature of Naspers’ operations, without skewing too
much towards US or non-tech companies. Therefore, and after listening to
shareholders’ input on the matter, the Committee settled on a bespoke peer group.
Originally disclosed in the Remuneration Report, however the Committee is satisfied
that a bespoke peer group is the most suitable approach. Full details of the
performance condition can be found on the company’s website: www.naspers.com.

DIRECTOR’S DEALINGS IN SECURITIES

Executive Director:                 Bob van Dijk
Transaction date:                   9 September 2019
On/off market:                      Off market
Price at which PSUs were offered:   R0
Number of shares:                   24 527 Naspers performance stock units
Grant value:                        Approximately US$6 075 000 (R86 027 699)
Class of shares:                    N ordinary
Nature of transaction:              Offer of performance share units (PSUs) by the
                                    Naspers Restricted Stock Plan Trust to Bob van Dijk.
                                    The offer of PSUs was made on 9 September 2019.
                                    Vesting of PSUs, and the exact quantum thereof, is
                                    subject to the achievement of a performance
                                    condition noted above. Offer was accepted on
                                    9 September 2019. The options are expected to vest
                                    on or about 30 June 2022.

Executive Director:                 Basil Sgourdos
Transaction date:                   9 September 2019
On/off market:                      Off market
Price at which PSUs were offered:   R0
Number of PSUs:                     12 718 Naspers shares
Grant value:                        Approximately US$3 150 000 (R44 606 955)
Class of shares:                    N ordinary
Nature of transaction:              Offer of performance share units (PSUs) by the
                                    Naspers Restricted Stock Plan Trust to Bob van Dijk.
                                    The offer of PSUs was made on 9 September 2019.
                                    Vesting of PSUs, and the exact quantum thereof, is
                                    subject to the achievement of a performance
                                    condition noted above. Offer was accepted on
                                    9 September 2019. The options are expected to vest
                                    on or about 30 June 2022.

Company Secretary:                  Gillian Kisbey-Green
Transaction date:                   9 September 2019
Nature of transaction:              On market sale of Naspers N shares
Number of shares:                   22 925 Naspers Shares
Total value of transaction:         R81 076 032.87
Volume weighted average
price per share:                    R3 536.5772
Highest price per share:            R3 553.00
Lowest price per share:             R3 514.98

Nature of transaction:              off market purchase of securities
Number of shares:                   19 107 Naspers shares
Class of shares:                    N ordinary
Total value of transaction:         R67 415 992.40
Price per share:                    R3 528.34

Date of vesting in the group
share-based incentive plan:      The trades relate to offers of Naspers N ordinary
                                 share options made and accepted between 26
                                 February 2010 and 25 June 2018 in the Naspers
                                 Share Incentive Scheme (the Trust). Each offer of
                                 options vested in three tranches. The various
                                 tranches vested between 8 September 2013 and
                                 29 August 2019.

                                 On 9 September 2019 a total of 22 925 Naspers
                                 N ordinary shares were sold by Mrs Kisbey-
                                 Green and 19 107 Naspers N ordinary shares will
                                 be delivered to Mrs Kisbey-Green upon payment
                                 of the amount of R 30 200 928,73 (being the
                                 listed market value on the date of the offers)
                                 from the proceeds of the sale of the 22 925
                                 Naspers N ordinary shares (distributed to
                                 Mrs Kisbey-Green), to settle the amount due to
                                 the Trust.

Nature of transaction:           Sale of 22 925 vested Naspers N ordinary shares
                                 from the Naspers Share Incentive Scheme Trust
                                 and delivery of 19 107 vested Naspers N ordinary
                                 shares held in the Trust by Mrs Kisbey-Green.

Additional disclosure:           Exercised 42 032 Naspers options and the full net
                                 gain after tax on the disposal of 22 925 Naspers
                                 N ordinary shares was reinvested in Naspers N
                                 ordinary shares resulting in the acquisition of
                                 19 107 Naspers N ordinary shares.

Nature of interest:              Direct Beneficial
Clearance:                       Clearance has been received in terms of
                                 paragraph 3.66 of the JSE Listings Requirements


CAPE TOWN
11 September 2019

Sponsor: Investec Bank Limited

Date: 11/09/2019 07:05:00
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