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SENS: Results of elections under the capitalisation issue and issued share capital

Announcements, 16 September 2019

SENS: Results of elections under the capitalisation issue and issued share capital 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")
 
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.

RESULTS OF ELECTIONS UNDER THE CAPITALISATION ISSUE AND ISSUED SHARE CAPITAL

Shareholders are referred to the announcement published by the Company on Friday 19 July 2019 in relation to, amongst other things, the posting of a circular relating to the Capitalisation Issue (the Circular).

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the Circular.

Shareholders are hereby advised that the Capitalisation Issue and the Naspers A Share Capitalisation Issue were implemented today, 16 September 2019. The Prosus A Share Distribution is expected to be implemented tomorrow, 17 September 2019. Pursuant to Shareholder Elections under the Naspers N Share Capitalisation Issue, the following shares were issued by Naspers and Prosus, respectively, in terms of the Capitalisation Issue and Naspers A Share Capitalisation Issue today, Monday, 16 September 2019 so that the issued share capital of each of Naspers and Prosus, respectively, is as set out below:
 
Naspers*
Class of Naspers Shares Number of shares issued on 16 September 2019 Total issued shares as at 16 September 2019
Naspers M Ordinary Shares 422,402,058
 
0^
Naspers N Ordinary Shares 6,011,704
 
444,667,763
 
Naspers A Ordinary Shares 54,065
 
961,193
 
*All Shareholders that have made an Election in terms of the Naspers N Share Capitalisation Issue received Naspers N Ordinary Shares in accordance with their entitlements.

^As set out in the Circular, all of the Naspers M Ordinary Shares automatically contributed to Prosus as part of the implementation of the Naspers M Share Capitalisation Issue have been antecedently distributed to Naspers resulting in the Naspers M Ordinary Shares forming part of the authorised but unissued share capital of Naspers.
 
Prosus
Class of Prosus Shares         Number of shares issued on 16 September 2019 Total issued shares as at 16 September 2019
Prosus N Ordinary Shares 438,656,059^^ 1,624,652,070
 
Prosus A1 Ordinary Shares# 1,059,213^^^ 3,511,818
 
#The Prosus A Share Distribution is expected to occur on Tuesday, 17 September 2019.
^^ 422,402,058 Prosus N Ordinary Shares were issued to Naspers N Shareholders participating in the Naspers M Share Capitalisation Issue and 16,254,001 Prosus N Ordinary Shares were issued to MIH Holdings (Pty) Limited on the basis set out in the Circular.
^^^ All additional Prosus A1 Ordinary Shares were issued to MIH Holdings (Pty) Ltd on the basis set out in the Circular, and all Prosus A1 Ordinary Shares will be distributed by Naspers to holders of Naspers A Ordinary Shares on the Record Date, in terms of the Prosus A Share Distribution.
 
Following implementation of the Capitalisation Issue, Naspers holds 1,202,250,012 Prosus N Ordinary Shares, constituting 74% of the issued Prosus N Ordinary Shares, with the remaining 26% of the issued Prosus N Ordinary Shares being free float.
 
The Prosus N Ordinary Shares were admitted 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, on Wednesday, 11 September 2019. The Prosus N Ordinary Shares' International Security Identification Number (ISIN) is NL0013654783.
 
Cape Town, South Africa
16 September 2019
 
Sponsor
Investec Bank Limited
 
   
South African Legal Adviser (Lead)
Webber Wentzel
South African Legal Adviser
Glyn Marais Inc.
   
Dutch and US Legal Adviser
Allen & Overy LLP
Dutch and US Legal Adviser to Financial Advisers
Linklaters LLP
   
Joint 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.
   
Naspers ADS Depositary Naspers Transfer Secretary
The Bank of New York Mellon Link Market Services Proprietary Limited
 
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 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 disclaims any responsibility or liability for the violation of such requirements by any person. Notices for investors located in, or resident of, certain jurisdictions are set out in the Circular and the Prospectus. The Naspers Shares and the Prosus Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state of the United States.

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 Naspers Shares or Prosus 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 includes forward-looking statements, which are based on current expectations and projections about future events. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Naspers' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Naspers expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Shareholders are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made.

Each of the financial advisers, the Naspers Transfer Secretary and the Sponsor is acting exclusively for Naspers and/or Prosus and no one else in connection with the Transaction. None of them will regard any other person (whether or not a recipient of this announcement, the Circular and/or the Prospectus) as their respective client in relation to the Proposed Transaction and will not be responsible to anyone other than the Naspers and/or Prosus for providing the protections afforded to their respective clients or for giving advice in relation to, respectively, the Proposed Transaction or any transaction or arrangement referred to herein.

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