16 Aug 2021

The implementation of the capital restructure and the results of the exchange offer


Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(Prosus)

Shareholders are referred to the prospectus published by Prosus on Monday 12 July 2021 (Prospectus) in respect of the voluntary share exchange offer by Prosus to Naspers N Shareholders (Exchange Offer). Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the Prospectus.

THE IMPLEMENTATION OF THE CAPITAL RESTRUCTURE

Prosus is pleased to advise Shareholders and Naspers N Shareholders that the Capital Restructure, consisting of:

  • the Prosus Articles Amendment, ie the amendment of the Articles of Association to give effect to certain aspects of the Capital Restructure, including, among other things, certain aspects of the Cross-Holding Arrangement and the creation of the Prosus Ordinary Shares B;
  • the Prosus B Share Transaction, ie the issuance of 1,128,507,756 Prosus Ordinary Shares B to Naspers to ensure that Naspers continues to hold 72% of the aggregate issued equity shares in Prosus after the implementation of the Capital Restructure;
  • the Exchange Offer, comprising the acquisition by Prosus of 197,408,377 Naspers N Ordinary Shares from Naspers N Shareholders in exchange for the issue of 448,991,535 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 pursuant to the terms of the Exchange Offer; and
  • the Prosus A Share Capitalisation Issue, comprising the pro rata capitalisation issue of 944,832 Prosus Ordinary Shares A1 to the Prosus A Shareholders as required in terms of the Articles of Association,

has been implemented today, Monday 16 August 2021.

Following the implementation of the Capital Restructure, the issued share capital of Prosus is as set out below:

Class of Shares

Number of Shares issued on 16 August 2021

Total number of issued Shares as at 16 August 2021 post implementation

Prosus Ordinary Shares B(1)

1,128,507,756

1,128,507,756

Prosus Ordinary Shares A1(2)

944,832

4,456,650

Prosus Ordinary Shares N(3)

448,991,535

2,073,643,605


Notes:

  1. The Prosus Ordinary Shares B are not admitted to listing and trading on any securities exchange.
  2. The Prosus Ordinary Shares A are not admitted to listing and trading on any securities exchange.
  3. The New Prosus Ordinary Shares N will be admitted to listing and trading on Euronext Amsterdam, the JSE, and A2X Markets today on Monday, 16 August 2021. It is expected that 205,905,201 Prosus Ordinary Shares N will be Settled on Euronext Amsterdam and 243,086,334 Prosus Ordinary Shares N will be Settled on the JSE.

Following the implementation of the Capital Restructure, Naspers holds:

  • 1,180,250,012 Prosus Ordinary Shares N, representing 56.92% of the total issued Prosus Ordinary Shares N and 36.94% of the total voting percentage in Prosus (excluding Shares held in treasury); and
  • 1,128,507,756 Prosus Ordinary Shares B, representing 100% of the total issued Prosus Ordinary Shares B and 35.32% of the total voting percentage in Prosus (excluding Shares held in treasury).

RESULTS OF THE EXCHANGE OFFER

Naspers N Shareholders are advised that the results of the Exchange Offer are as follows:

Total Number of Naspers N Ordinary Shares tendered

197,408,377

Total number of Naspers N Ordinary Shares acquired by Prosus

1,128,507,756

Total number of Naspers N Ordinary Shares tendered but not acquired by Prosus

83,626,386

Total number of New Prosus Ordinary Shares N issued in exchange for the Naspers N Ordinary Shares

448,991,535


Naspers N Shareholders are reminded that, in accordance with the Prospectus:

  • all the Naspers N Shareholders that elected to tender more than their Guaranteed Tender Portion have had the number of Naspers N Ordinary Shares 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 acquired by Prosus equals 197,408,377 Naspers N Ordinary Shares; and
  • the above Scale Back mechanism was applied such that only whole numbers of Naspers N Ordinary Shares were acquired by Prosus.

For purposes of the above Scale Back mechanism:

  • the Guaranteed Tender Portion was 47.5892447% of a Naspers N Shareholder's Record Date holding; and
  • the excess allocation portion, being the portion of a tender that has been allocated in excess of the Guaranteed Tender Portion, was 31.31351% of the difference between the amount tendered and the Guaranteed Tender Portion.

The New Prosus Ordinary Shares N will be admitted to listing and trading on Euronext Amsterdam under the symbol "PRX", and, as secondary listings, on the Main Board of the JSE, under the abbreviated name "Prosus" and the symbol "PRX" in the "Technology—Internet" sector, and on A2X Markets under symbol "PRX", today, on Monday, 16 August 2021. The New Prosus Ordinary Shares N International Security Identification Number (ISIN) is NL0013654783.

As previously advised to Shareholders, the Company and Naspers have entered into the Cross-Holding Agreement to establish the Cross-Holding Arrangements and to regulate certain matters arising in relation thereto. Shareholders are now advised that the Cross-Holding Agreement has become unconditional in accordance with its terms.

Amsterdam, The Netherlands, 16 August 2021

JSE sponsor to Prosus: Investec Bank Limited

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.

Through the Prosus Ventures team, the group invests in new technology growth opportunities within logistics, fintech, health, blockchain, social and ecommerce platforms, agriculture and more.

The team actively backs exceptional entrepreneurs using technology to improve people's everyday lives.

Each month, over two billion customers across the globe use the products and services of companies that Prosus has invested in, acquired or built.