Wrap Text
Publication of the Prospectus and opening of Exchange Offer
Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
ISIN: NL0013654783
Euronext Amsterdam and JSE Share code: PRX
("Prosus" or "the Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW.
PLEASE SEE THE IMPORTANT DISCLAIMERS AT THE END OF THIS ANNOUNCEMENT.
PUBLICATION OF THE PROSPECTUS AND OPENING OF EXCHANGE OFFER
1. INTRODUCTION
The board of directors of Prosus (the Board) is pleased to inform the shareholders of
Prosus (Prosus shareholders or Shareholders) and the Naspers N Shareholders that
Prosus published its prospectus (the Prospectus) in relation to the Exchange Offer,
today, Monday, 12 July 2021 and the Exchange Offer is now open for acceptance.
The Prospectus is prepared in connection with the admission to listing and trading of
448,991,535 new ordinary shares N in the capital of Prosus with a nominal value of
€0.05 each (the New Prosus Ordinary Shares N) 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).
Unless otherwise indicated, capitalised words and terms contained in this announcement
shall bear the same meanings ascribed thereto in the Prospectus.
2. THE PROSPECTUS
The Prospectus contains information on:
- the Exchange Offer made by the Company to the Naspers N Shareholders in terms
of which, through a pro rata voluntary tender offer to the Naspers N Shareholders,
the Naspers N Shareholders are entitled to exchange their Naspers N Ordinary
Shares for New Prosus Ordinary Shares N at the Exchange Ratio in accordance with
the terms and conditions set out in the Prospectus. Naspers N Shareholders should
have regard to the section of the Prospectus entitled "Exchange Offer Memorandum"
for the details regarding the terms and conditions for participating in the Exchange
Offer, including the Exchange Offer Conditions;
- the businesses and investments of the Group;
- the financial and operating information of the Group, including its consolidated
income statement, summary of consolidated statement of financial position,
summary of consolidated statement of cash flows and certain other financial data as
at and for the years ended 31 March 2021 and 31 March 2020, which consolidated
financial information has been derived from the audited annual consolidated financial
statements of the Group as of, and for the year ended, 31 March 2021 and the
related notes thereto and the independent auditor’s report thereon (the Annual
Financial Statements). For the complete Annual Financial Statements, together
with the independent auditor’s report thereon, prospective investors should have
regard to the Prospectus; and
- other disclosures and information that prospective investors in New Prosus Ordinary
Shares N to be issued pursuant to the Exchange Offer should carefully consider
together with the information contained in the Prospectus in its entirety. Prospective
investors should, in particular, have regard to the section of the Prospectus entitled
"Risk Factors" when considering an investment in the New Prosus Ordinary Shares N.
The Prospectus is published in English only. Subject to any applicable securities laws,
copies of the Prospectus and certain other documents relating to the Capital Restructure,
are available and can be obtained free of charge at www.share-exchange-offer.com and,
during their normal business hours, at the registered office of Prosus (Gustav
Mahlerplein 5, 1082 MS Amsterdam and, in South Africa, at the office of Investec Bank
Limited, at 100 Grayston Drive, Sandton, Johannesburg) from the date of the Prospectus
until at least the settlement date of the Exchange Offer, expected to occur on Monday,
16 August 2021, or as soon as practicable thereafter (the Settlement Date).
3. THE EXCHANGE OFFER
As set out in the announcement released by Prosus on Friday, 9 July 2021, the resolution
required to implement the proposed transaction involving, among other things, the
Exchange Offer was approved by the requisite majority of Shareholders at the
Prosus EGM.
The Board is hereby pleased to advise the Naspers N Shareholders that the Exchange
Offer is open for acceptance from 09:00 hours CEST/SAST today, Monday, 12 July 2021
and will close at 12:00 hours CEST/SAST on Friday, 13 August 2021. Notwithstanding
the closing date, Naspers N Shareholders intending to participate in the Exchange Offer
are encouraged to accept the Exchange Offer in the manner contemplated in the
Prospectus as soon as possible prior to the closing date in order to ensure efficient and
effective settlement of the Exchange Offer.
The Exchange Offer is completely voluntary and is made on a pro rata basis in terms of
which the Naspers N Shareholders are entitled to exchange their Naspers N Ordinary
Shares for New Prosus Ordinary Shares N in accordance with the Exchange Ratio of
2.27443 New Prosus Ordinary Shares N for each Naspers N Ordinary Share tendered in
accordance with the terms and conditions of the Exchange Offer as set out in the
Prospectus.
In terms of the Exchange Offer:
- Naspers N Shareholders can tender up to 100% of their existing Naspers N Ordinary
Share holdings;
- Naspers N Shareholders that do not wish to participate in the Exchange Offer will
retain their holdings in Naspers in full;
- Prosus will acquire no more than 197,408,377 Naspers N Ordinary Shares
(representing c. 45.33% of the total issued Naspers N Ordinary Shares as at the
Record Date of the Exchange Offer), such that Prosus will hold 49% of the total
issued Naspers N Ordinary Shares (in conjunction with the 3.67% Naspers N
Ordinary Shares already held by Prosus) on the implementation of the Exchange
Offer (the Maximum Acceptance Threshold);
- Prosus will issue up to 448,991,535 New Prosus Ordinary Shares N in total to the
Naspers N Shareholders that will participate in the Exchange Offer in accordance
with the Exchange Ratio and the terms and conditions of the Exchange Offer.
EACH NASPERS N SHAREHOLDER MAY TENDER UP TO 100% OF THEIR
NASPERS N ORDINARY SHAREHOLDING UNDER THE EXCHANGE OFFER.
However, Naspers N Shareholders must bear in mind the Maximum Acceptance
Threshold under the Exchange Offer as Naspers N Shareholders may therefore not be
able to receive their desired number of Prosus Ordinary Shares N consistent with their
tender of Naspers N Ordinary Shares, where doing so would result in the Company
acquiring, in aggregate, a number of Naspers N Ordinary Shares that will exceed the
Maximum Acceptance Threshold.
Each Naspers N Shareholder is therefore guaranteed to be able to tender a number of
their Naspers N Ordinary Shares representing up to 47.59% of their Naspers N Ordinary
Share holding on the Record Date (the Guaranteed Tender Portion). In the event
that the number of Naspers N Ordinary Shares tendered by the Naspers N Shareholders
in the Exchange Offer exceeds the Maximum Acceptance Threshold, the number of
Naspers N Ordinary Shares tendered by Naspers N Shareholders in excess of the
Guaranteed Tender Portion may be scaled back in accordance with the following
principles:
- all the Naspers N Shareholders who have elected to tender more than their
Guaranteed Tender Portion will have their desired number of Naspers N Ordinary
Shares that were tendered over and above the Guaranteed Tender Portion reduced
proportionately based on all amounts of Naspers N Ordinary Shares tendered in
excess of the Guaranteed Tender Portion such that the total aggregate number of
Naspers N Ordinary Shares to be acquired by the Company equals, and does not
exceed, the Maximum Acceptance Threshold (the Scale Back); and
- in relation to the tenders made over and above the Guaranteed Tender Portion, the
Scale Back will be applied such that only whole numbers of Naspers N Ordinary
Shares are acquired subject to the Maximum Acceptance Threshold.
Settlement of the New Prosus Ordinary Shares N issued under the Exchange Offer will
take place on the JSE through the Strate System provided that, subject to certain terms
and conditions, Naspers N Shareholders that are not South African residents or residents
of the Common Monetary Area or whose New Prosus Ordinary Shares N will not form
part of their assets remaining in the Common Monetary Area for South African exchange
control purposes (Non-resident Naspers N Shareholders) that provided their
acceptance under the Exchange Offer, may elect to receive, and have Settlement of,
the New Prosus Ordinary Shares N to which they are entitled under the Exchange Offer
on Euronext Amsterdam through the book-entry facilities of Euroclear Nederland (the
Settlement Election). Non-resident Naspers N Shareholders that wish to make a
Settlement Election must ensure that:
- they provide the settlement details of their Euronext Amsterdam Brokerage Account
to the Euronext Listing and Paying Agent (iss.pas@ing.com) as soon as possible
ahead of the Record Date in order to ensure that the Settlement Election is valid and
can be given effect to on the Settlement Date; and
- provide the necessary instructions to their CSDP, Broker or intermediary or other
provider of their Euronext Amsterdam Brokerage Account regarding their intention
to make a Settlement Election.
Non-resident Naspers N Shareholders are referred to the "Settlement Election"
paragraph under the "Exchange Offer Memorandum" section of the Prospectus for
further information concerning the procedures for making a Settlement Election.
Naspers N Shareholders are referred to the "Exchange Offer Memorandum" section of
the Prospectus for full details regarding the Exchange Offer.
Application will be made to admit the New Prosus Ordinary Shares N to listing and
trading on Euronext Amsterdam, under the symbol "PRX", and, as a secondary listing,
on the Main Board of the JSE and the A2X Markets (the A2X), a licensed exchange
operated by A2X Proprietary Limited, under the abbreviated name "Prosus" and the
symbol "PRX" in the "Technology—Internet" sector. The New Prosus Ordinary Shares N
International Security Identification Number (ISIN) is NL0013654783. Trading in the
New Prosus Ordinary Shares N on Euronext Amsterdam, the JSE and A2X is expected
to commence at 09:00 (Central European Summer Time/South African Standard Time)
on the same date as the Settlement Date. If the Exchange Offer does not become
unconditional in accordance with its terms and conditions, the Admissions will not
proceed.
PRIOR TO ANY NASPERS N SHAREHOLDER TAKING ANY ACTION IN TERMS OF
THE EXCHANGE OFFER, NASPERS N SHAREHOLDERS ARE ADVISED TO
CAREFULLY CONSIDER THE CONTENTS OF THE PROSPECTUS IN FULL AND TO
ONLY TAKE ACTION AFTER HAVING CONSIDERED THE POTENTIAL EFFECTS OF
THE CAPITAL RESTRUCTURE DETAILED IN THE PROSPECTUS.
4. SALIENT DATES AND TIMES
The following indicative timetable sets out the expected dates for the Transaction:
Event(i) Date (2021)
Publication of the Prospectus and the Exchange Offer
opens(ii)................................................. Monday, 12 July
Last day to trade in Naspers N Ordinary Shares in order to
be able to participate in the Exchange Offer Tuesday, 10 August
Naspers N Ordinary Shares trade "ex" entitlement to
participate in the Exchange Offer ............... Wednesday, 11 August
Cash value for fractional entitlements announced on JSE and
A2X ........................................................ Thursday, 12 August
Exchange Offer closes at 12:00 ....................... Friday, 13 August
Record date for the Exchange Offer at 17:00 Friday, 13 August
Issue of New Prosus Ordinary Shares N, Settlement(iii)
of the Exchange Offer, and listing of such New Prosus
Ordinary Shares N on Euronext Amsterdam, the JSE
and the A2X, and implementation of the Prosus B
Share Transaction and the Prosus A Share
Capitalisation Issue(ii) ........................... Monday, 16 August
(i) 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 and ANS.
(ii) In the case of Certificated Naspers N Shareholders that wish to participate in the Exchange Offer
but have not Dematerialised their Certificated Naspers N Ordinary Shares for these purposes by
17:00 hours SAST on Tuesday, 10 August 2021, the completed and signed Form of Acceptance
and Transfer (blue) in respect of their Certificated Naspers N Ordinary Shares tendered under the
Exchange Offer must be returned to the JSE Transfer Secretary so as to be received by not later
than 12:00 hours CEST on Friday, 13 August 2021. Dematerialised Naspers N Shareholders that
wish to participate in the Exchange Offer must inform their CSDP, Broker or other nominee if they
choose to accept the Exchange Offer in accordance with the agreement between such Naspers N
Shareholders and their respective CSDP, Broker or other nominee.
(iii) The trades executed in New Prosus Ordinary Shares N after the First Trading Date will settle 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 and the A2X. Shareholders may remove their New Prosus Ordinary
Shares N from the JSE or the A2X to Euronext Amsterdam and vice versa, post Settlement subject
to certain terms and conditions. Shareholders are referred to the Company's website
(www.prosus.com) for further information concerning the removal of their New Prosus Ordinary
Shares N from the JSE or the A2X to Euronext Amsterdam (and vice versa).
(iv) No Naspers N Ordinary Shares may be rematerialised or Dematerialised from Wednesday, 11
August 2021, to Friday, 13 August 2021, both days inclusive.
(v) In relation to Naspers N Shareholders that wish to participate in the Exchange Offer, please note
that no dematerialisation or rematerialisation of Naspers N Ordinary Shares may take place from
the date on which an acceptance has been validly made.
(vi) The Certificated Naspers N Shareholders that wish to dematerialise their Certificated Naspers N
Ordinary Shares and transfer them into a custodian or brokerage account capable of holding
uncertificated securities listed and trading on the JSE or the A2X, as applicable in anticipation of
participating in the Exchange Offer must bear in mind the cut-off time of 12:00 hours CEST/SAST
on the Exchange Offer Closing Date in relation to the time it will take to do so.
(vii) Acceptances by the Naspers N Shareholders under the Exchange Offer shall be irrevocable and
may not be withdrawn once validly executed by a Naspers N Shareholder.
Naspers N Shareholders are reminded that the Board reserves the right, in its discretion,
to decide not to proceed with the Exchange Offer before 14:00 hours CEST/SAST on
Tuesday, 10 August 2021, and, as such, the Exchange Offer may or may not proceed.
Further, the Exchange Offer will not proceed if the Exchange Offer Conditions are not
timeously fulfilled or waived, as applicable, in accordance with their terms and conditions
of the Exchange Offer. For further information on the Exchange Offer Conditions please
see the "Exchange Offer Memorandum" section of the Prospectus.
5. BENEFITS OF THE EXCHANGE OFFER
The Exchange Offer is expected to result in a significant value unlock for Shareholders
and Naspers Shareholders at the time of the transaction and in the future. The Group
and the Naspers Group are confronted with a complex structural issue related to the
size of Naspers on the SWIX and believe the Capital Restructure clearly presents the
steps to a practical and simple end state, while preserving all future optionality to take
further steps to reduce the discount to NAV. In addition, the Capital Restructure,
including the Exchange Offer, is expected to:
- create value for Naspers N Shareholders and Prosus N Shareholders;
- meaningfully and sustainably reduce Naspers's overweight position on the SWIX,
thereby directly addressing what is believed to be a significant driver of the discount
to Naspers’s NAV;
- increase the Company's free-float materially, with an expected commensurate
increase in overall trading liquidity, market index weightings and positive trading
dynamics;
- maintain the current voting position, the legal entity structure and group tax
situation of Naspers and the Company; and
- maintain operational, strategic and financial flexibility to create value over the long
term and take further value creating actions.
Naspers N Shareholders participating in the Exchange Offer will receive a value benefit
from exchanging higher discount to NAV Naspers N Ordinary Shares for lower discount
to NAV Prosus Ordinary Shares N. If Settlement of the Exchange Offer would have
occurred on 11 May 2021 (the date before announcement of the Capital Restructure)
that value benefit for participating Naspers N Shareholders would have been
approximately 10%.
The Capital Restructure should not be viewed in isolation. In recent years, the Company
and Naspers have taken several actions designed to unlock value for shareholders over
time, including the unbundling and listing of MultiChoice Group Limited on the JSE in
January 2019, the Prosus listing in September 2019, improvements in the Group's
operations and the recent US$5 billion return of capital by the Company through a
repurchase of Prosus Ordinary Shares N and a purchase of Naspers N Ordinary Shares.
Moreover, the Capital Restructure preserves the optionality to take further steps in the
future to continue to address the discounts to the NAV of both the Company and
Naspers.
6. FOREIGN NASPERS N SHAREHOLDERS
Certain Naspers N Shareholders may be located in jurisdictions in which participation in
the Exchange Offer including having the New Prosus Ordinary Shares N issued,
transferred or delivered to them or for their benefit in terms of the Exchange Offer in
their relevant jurisdiction, would be restricted, illegal or otherwise impermissible in
terms of the relevant laws and regulations of that jurisdiction.
As such participation in the Exchange Offer may be affected by the laws of such Foreign
Naspers N Shareholders’ relevant jurisdiction. Foreign Naspers N Shareholders should
consult their professional advisers as to whether they require any governmental or other
consent or need to observe any other laws, requirements or formalities to receive or
access the Prospectus (including the Form of Acceptance and Transfer (blue) forming
part of the Prospectus), complete, in the case of Certificated Naspers N Shareholders,
the Form of Acceptance and Transfer (blue) and/or participate in the Exchange Offer,
including having the New Prosus Ordinary Shares N issued, transferred or delivered to
them or for their benefit in terms of the Exchange Offer.
It is the responsibility of any Foreign Naspers N Shareholder (including, without
limitation, nominees, agents and trustees for such persons) wishing to receive the
Prospectus (including the Form of Acceptance and Transfer (blue)), and/or participate
in the Exchange Offer, to satisfy themselves as to the full observance of the applicable
laws of any relevant territory, including obtaining any requisite governmental or other
consents, observing any other requirements or formalities and paying any issue,
transfer or other taxes due in such territories.
Because of these restrictions, prospective investors are advised to consult legal counsel
prior to tendering their Naspers N Ordinary Shares under the Exchange Offer or making
any offer, resale, pledge or other transfer of the New Prosus Ordinary Shares N.
See the "Restricted Naspers N Shareholders" paragraph under the "Exchange Offer
Memorandum" section of the Prospectus, for details regarding Restricted Naspers N
Shareholders.
Naspers N Shareholders who are in the United States or are U.S. Persons are reminded
that the Exchange Offer is being made in or into the United States or to, for the account
or benefit of, U.S. Persons only pursuant to the U.S. Private Placement to Eligible U.S.
Shareholders who are both a “qualified institutional buyer”, as defined in Rule 144A
under the United States Securities Act of 1933, as amended, and a “qualified purchaser”,
as defined in Section 2(a)(51)(A) of, and Rule 2a51-1(g) under, the U.S. Investment
Company Act of 1940, as amended, being carried out concurrently with, and on the
same terms and conditions as, the Exchange Offer. The U.S. Private Placement will be
open from July 12, 2021 until 12:00 P.M., Central European Summer Time/South African
Standard Time, on August 13, 2021, although Eligible U.S. Shareholders may need to
instruct their broker or intermediary to tender their Naspers N Ordinary Shares before
then in order to ensure that any acceptance is effectively received prior to the expiration
of the Exchange Offer. See the "Important Information—Notice to Prospective
Investors—Notice to Persons in the United States and U.S. Persons" section of the
Prospectus for further information in this regard.
7. TAXATION
Naspers N Shareholders are reminded that it is expected that the Exchange Offer will
result in an acceleration of tax for Naspers N Shareholders that participate in the
Exchange Offer (i.e. the taxable shareholders like certain South African tax resident
Naspers N Shareholders). Naspers N Shareholders accordingly should consult their tax
advisers regarding the particular tax consequences applicable to them in relation to the
Exchange Offer, including the applicability and effect of other tax laws and possible
changes in tax law. Further information regarding certain South African, Dutch and U.S.
tax considerations related to the Exchange Offer is set out in the "Taxation" section of
the Prospectus.
Furthermore, Securities Transfer Tax (STT) at a rate of 0.25% of the taxable amount
(which is, generally, the consideration for which a security is transferred) is a tax levied
on, inter alia, a transfer of beneficial ownership of a security issued by a company which
is listed in South Africa (i.e. a disposal of a Naspers N Ordinary Share).
STT will accordingly be payable upon a transfer of beneficial ownership of Naspers N
Ordinary Shares. In the context of listed shares, STT is normally payable by the Brokers
and transfer secretaries and recoverable from the transferee (i.e. STT on the Naspers N
Ordinary Shares that are exchanged for New Prosus Ordinary Shares N will be a cost for
the Company, not the transferor shareholder of the Naspers N Ordinary Shares).
Should you require further assistance, please contact the call centre on +27 87 015 0343.
Amsterdam, the Netherlands
12 July 2021
JSE sponsor to Prosus
Investec Bank Limited
Dutch Legal Adviser to Prosus
Allen & Overy LLP
South African Legal Adviser to Prosus
Webber Wentzel
US Legal Adviser to Prosus
Cravath, Swaine & Moore LLP
Joint Financial Advisers to Prosus
Goldman Sachs Bank Europe SE
Morgan Stanley & Co. International plc
For more information contact:
Sarah Ryan, International Media Eoin Ryan, Head of Investor
Relations Relations
Tel: + 31 6 29721038 Tel: +1 347-210-4305
Shamiela Letsoalo, South Africa Media
Relations
Tel: + 27 78 802 6310
About Prosus
Prosus is a global consumer internet group and one of the largest technology investors in the
world. Operating and investing globally in markets with long-term growth potential, Prosus
builds leading consumer internet companies that empower people and enrich communities.
The group is focused on building meaningful businesses in the online classifieds, food delivery,
payments and fintech, and education technology sectors in markets
including India, Russia and Brazil. Through its ventures team, Prosus invests in areas
including health, logistics, blockchain, and social commerce. Prosus actively seeks new
opportunities to partner with exceptional entrepreneurs who are using technology to improve
people's everyday lives.
Every day, millions of people use the products and services of companies that Prosus has
invested in, acquired or built, including Avito, Brainly, BYJU'S, Bykea, Codecademy,
DappRadar, DeHaat, dott, ElasticRun, eMAG, Eruditus, Honor, iFood, Klar, LazyPay, letgo,
Meesho, Movile, OLX, PayU, Quick Ride, Red Dot Payment, Remitly, Republic, SimilarWeb,
Shipper, Skillsoft, SoloLearn, Swiggy, and Udemy.
Hundreds of millions of people have made the platforms of Prosus’s associates a part of their
daily lives. For listed companies where we have an interest, please
see: Tencent (www.tencent.com), Mail.ru (www.corp.mail.ru), Trip.com Group Limited
(www.trip.com), and DeliveryHero (www.deliveryhero.com).
Today, Prosus companies and associates help improve the lives of around a fifth of the world's
population.
Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the
Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority
owned by Naspers. For more information, please visit www.prosus.com.
Disclaimers
Shareholders should note that the Prosus Board reserves the right, in its discretion, to decide
not to proceed with the Exchange Offer and, as such, the Exchange Offer may or may not
proceed.
This announcement is for information purposes only and is not an offer to sell or the
solicitation of an offer to buy securities and neither this document nor anything herein nor
any copy thereof may be taken into or distributed, directly or indirectly, in or into any
jurisdiction in which to do so would be prohibited by applicable law.
There will be no public offer of any securities in the United States. The securities referred to
in this announcement have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the “Securities Act”), and will not be offered or sold, directly or
indirectly, in or into the United States or to, or for the account or benefit of, any “U.S. person”
as defined in Regulation S under the Securities Act except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities Act.
The information contained in this announcement does not constitute or form a part of any
offer to the public for the sale of, or subscription for, or an invitation, advertisement or the
solicitation of an offer to purchase and/or subscribe for, securities as defined in and/or
contemplated by the South African Companies Act, No. 71 of 2008 ("South African Companies
Act"). Accordingly, this announcement does not, nor does it intend to, constitute a “registered
prospectus” or an advertisement relating to an offer to the public, as contemplated by the
South African Companies Act and no prospectus has been, or will be, filed with the South
African Companies and Intellectual Property Commission in respect of this announcement.
The information contained in this announcement constitutes factual information as
contemplated in Section 1(3)(a) of the South African Financial Advisory and Intermediary
Services Act, 37 of 2002, as amended ("FAIS Act") and should not be construed as an express
or implied recommendation, guide or proposal that any particular transaction in respect of
the Prosus Ordinary Shares N and/or Naspers N Ordinary Shares or in relation to the business
or future investments of Prosus and/or Naspers, is appropriate to the particular investment
objectives, financial situations or needs of a prospective investor, and nothing contained in
this announcement should be construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa. Prosus is not a financial services provider
licensed as such under the FAIS Act.
In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”)
no action has been undertaken or will be undertaken to make an offer to the public of
Securities requiring publication of a prospectus in any Relevant Member State. As a result,
this announcement and any offer if made subsequently is directed exclusively at persons who
are “qualified investors” within the meaning of the Prospectus Regulation (“Qualified
Investors”). For these purposes, the expression “Prospectus Regulation” means Regulation
2017/1129/EU (and amendments thereto) and includes any relevant implementing measure
in the Relevant Member State.
This announcement does not constitute a prospectus within the meaning of the Prospectus
Regulation and has not been approved by the Dutch Authority for the Financial Markets
(Stichting Autoriteit Financiële Markten).
In the United Kingdom this announcement is only being distributed to, and is only directed
at, and any investment or investment activity to which this announcement relates is available
only to, and will be engaged in only with, qualified investors (as defined under Article 2(e) of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018) who are (i) investment professionals falling with Article 19(5) of the
UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”);
(ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other
persons to whom it may otherwise be lawfully communicated (all such persons together being
referred to as “relevant persons”). Persons who are not relevant persons should not take any
action on the basis of this announcement and should not act or rely on it.
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 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, Prosus disclaims any responsibility or liability for the violation of such
requirements by any person.
It is the responsibility of person (including, without limitation, nominees, agents and trustees
for such persons) wishing to receive this announcement and/or participate in the Exchange
Offer, or a component thereof, to satisfy themselves as to the full observance of the applicable
laws of any relevant territory, including obtaining any requisite governmental or other
consents, observing any other requirements or formalities and paying any issue, transfer or
other taxes due in such territories.
Investors are advised to read the Prospectus, which contains the terms and conditions of the
Exchange Offer, with care and in full. Any decision to implement the Exchange Offer or
analysis of and/or acceptance and/or election in respect of the Exchange Offer and/or other
matters dealt with in the Prospectus should be made only on the basis of such information.
Application will be made for all of the Prosus Ordinary Shares N proposed to be issued
pursuant to the Exchange Offer to be admitted to listing and trading on the AEX and on the
Main Board of the JSE and A2X Markets. The Prospectus to be issued by Prosus in respect of,
among other things, the Exchange Offer will be made available in due course, subject to
applicable securities laws, on www.prosus.com. Investors should have regard to the
Prospectus before deciding to elect to participate in the Exchange Offer.
Any financial adviser of Prosus is acting exclusively for Prosus and no one else in connection
with the Exchange Offer. No financial adviser will regard any other person as its client in
relation to the Exchange Offer and will not be responsible to anyone other than Prosus for
providing the protections afforded to its client nor for giving advice in relation to the Exchange
Offer or any other transaction or arrangement referred to in this announcement.
No representation or warranty, express or implied, is made or given, and no responsibility is
accepted, by or on behalf of any financial adviser or any of its affiliates or any of its respective
directors, officers or employees or any other person, as to the accuracy, completeness,
fairness or verification of the information or opinions contained this announcement and
nothing contained in this announcement is, or shall be relied upon as, a promise or
representation by any financial adviser or any of their respective affiliates as to the past or
future. Accordingly, any financial advisers and its affiliates and respective directors, officers
and employees disclaim, to the fullest extent permitted by applicable law, all and any liability,
whether arising in tort or contract or that they might otherwise be found to have in respect
of this announcement and/or any such statement.
Nothing contained in this announcement constitutes, or is intended to constitute, investment,
tax, legal, accounting or other professional advice.
Forward-looking statements
This announcement contains statements about Prosus and/or Naspers that are, or may be,
forward-looking statements. All statements (other than statements of historical fact) are, or
may be deemed to be, forward-looking statements, including, without limitation, those
concerning: strategy; the economic outlook for the industries in which Prosus and/or Naspers
operates or invests as well as markets generally; production; cash costs and other operating
results; growth prospects and outlook for operations and/or investments, individually or in
the aggregate; liquidity, capital resources and expenditure, statements in relation to the
approval by shareholders or implementation of the Exchange Offer and/or the benefits of the
Exchange Offer. These forward-looking statements are not based on historical facts, but
rather reflect current expectations concerning future results and events and generally may
be identified by the use of forward-looking words or phrases such as "believe", "aim",
"expect", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may",
"estimated", "potential" or similar words and phrases. Examples of forward-looking
statements include statements regarding a future financial position or future profits, cash
flows, corporate strategy, implementation of the Exchange Offer and/or the benefits of the
Exchange Offer, anticipated levels of growth, estimates of capital expenditures, acquisition
and investment strategy, expansion prospects or future capital expenditure levels and other
economic factors, such as, among others, growth and interest rates.
By their nature, forward-looking statements involve known and unknown risks and
uncertainties because they relate to events and depend on circumstances that may or may
not occur in the future. Prosus cautions that forward-looking statements are not guarantees
of future performance. Actual results, financial and operating conditions, returns and the
developments within the industries and markets in which Prosus and/or Naspers operates
and/or invests may differ materially from those made in, or suggested by, the forward-looking
statements contained in this announcement. All these forward-looking statements are based
on estimates, predictions and assumptions, as regards Prosus or Naspers, all of which
estimates, predictions and assumptions, although Prosus believes them to be reasonable, are
inherently uncertain and may not eventuate or eventuate in the manner Prosus expects.
Factors which may cause the actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied in those
statements or assumptions include matters not yet known to Prosus or not currently
considered material by Prosus.
Investors should keep in mind that any forward-looking statement made in this
announcement or elsewhere is applicable only at the date on which such forward-looking
statement is made. New factors that could cause the business of Prosus or Naspers not to
develop as expected may emerge from time to time and it is not possible to predict all of
them. Further, the extent to which any factor or combination of factors may cause actual
results, performance or achievement to differ materially from those contained in any forward-
looking statement is not known. Prosus has no duty to, and does not intend to, update or
revise the forward-looking statements contained in this announcement or any other
information herein, except as may be required by law. Any forward-looking statement has
not been reviewed nor reported on by Prosus's external auditor or any other expert.
Date: 12-07-2021 08:50:00
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