Regulatory news

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

Capitalised terms not defined in this announcement shall have the meaning given to such terms in the circular posted to shareholders of Prosus (Shareholders) together with the notice convening the 2023 annual general meeting of Shareholders on Wednesday, 12 July 2023 (the Circular).

1. INTRODUCTION
   
   Shareholders are referred to the declaration announcement published by Prosus on SENS on Friday, 25 August 2023 (the Declaration Announcement), advising, inter alia, that the Prosus Board intends to proceed with the Prosus Capitalisation Issue in connection with the removal of the Cross-Holding Structure pursuant to the Proposed Transaction, the implementation of which was subject to fulfilment of the remaining condition precedent outlined in the Declaration Announcement.
   
   The Prosus Board is pleased to advise Shareholders that the Proposed Transaction is now unconditional insofar as it relates to Prosus.
   
   The purpose of this announcement is to provide Shareholders with finalisation information on the implementation and settlement of the Prosus Capitalisation Issue in accordance with the JSE Listings Requirements.
   
   Shareholders are advised to read the Circular (available on Prosus's website www.prosus.com), in conjunction with the Declaration Announcement and this finalisation announcement, which contains the terms and conditions of the Proposed Transaction, with care and in full.
   
   
2. ENTITLEMENT RATIO
   
   As outlined in the Declaration Announcement, the Entitlement Ratio is determined on the basis of the principles set out in paragraph 4.5 of the Circular titled “Key parameters of the Proposed Transaction (calculated/estimated as at 30 June 2023)”, but is based on the stable Naspers and Prosus share counts established following the temporary suspension of the Repurchase Programme from Wednesday, 30 August 2023.
   
   Based on the share counts for Naspers and Prosus as at Wednesday, 30 August 2023, the Proposed Transaction results in the following entitlement ratios pursuant to the Prosus Capitalisation Issue:
• 1.17960 new listed Prosus Ordinary Shares N will be issued for each existing Prosus Ordinary Share N held as at the Transaction Record Date, and with Naspers having irrevocably and antecedently waived its entitlement under the Prosus Capitalisation Issue, resulting in a total of 808,533,377 new listed Prosus Ordinary Shares N issued to Prosus Free-Float Shareholders;
• 1,990,089 Prosus Ordinary Shares A will be issued to Prosus A Shareholders in accordance with the entitlement ratio of 0.4465437 new Prosus Ordinary Shares A for each Prosus Ordinary Share A held on the Transaction Record Date pursuant to the Prosus Articles of Association and in order to maintain the economic interest of Prosus A Shareholders that exists immediately prior to implementing the Prosus Capitalisation Issue; and
• 1,741,029,828 Prosus Ordinary Shares B, with minimal economic value, will be issued to Naspers in accordance with the entitlement ratio of 1.5427717 new Prosus Ordinary Shares B for each Prosus Ordinary Share B held on the Transaction Record Date pursuant to the Prosus Articles of Association in order to maintain Naspers’ voting control in Prosus of not less than 72%.
  
  
3. TRADING IN THE NEW PROSUS ORDINARY SHARES N PURSUANT TO THE PROSUS CAPITALISATION ISSUE
   
   The Prosus Ordinary Shares N issued under the Prosus Capitalisation Issue will be admitted to listing and trading on Euronext Amsterdam with effect from Monday, 18 September 2023.
   As secondary listings, the Prosus Ordinary Shares N will be admitted to listing and trading with effect from Monday, 18 September 2023, on the Main Board of the JSE and on A2X.
   Prosus Ordinary Shares N will continue trading on Euronext Amsterdam and, as secondary listings, on the JSE and A2X, with ISIN NL0013654783 under the abbreviated name “Prosus” and the symbol / share code “PRX”.
   
   
4. FRACTIONAL ENTITLEMENTS
   
   Prosus Free-Float Shareholders are reminded that only whole numbers of Prosus Ordinary Shares N will be issued and, where fractional entitlements to Prosus Ordinary Shares N arise pursuant to the Prosus Share N Capitalisation Issue, such fractions will be rounded down to the nearest whole number with any remaining fractional entitlements to Prosus Ordinary Shares N being sold.
   
   Prosus Free-Float Shareholders who hold Prosus Ordinary Shares N on Euronext Amsterdam on the Transaction Record Date (Euronext Free-Float Shareholders) are advised that their brokers or nominees will inform them on Monday, 18 September 2023, of the cash value against which their fractional entitlements to Prosus Ordinary Shares N under the Prosus Capitalisation Issue will be sold. The cash proceeds of such fractional entitlements sold on behalf of Euronext Free-Float Shareholders will be paid in the custodian / brokerage account of Euronext Free-Float Shareholders or to a nominee account to be held on behalf and for the benefit of the relevant Euronext Free-Float Shareholders, on Monday, 18 September 2023.
   
   Prosus Free-Float Shareholders who hold Prosus Ordinary Shares N on the JSE and A2X on the Transaction Record Date (JSE Free-Float Shareholders) are advised that the cash value of fractional entitlements to Prosus Ordinary Shares N under the Prosus Capitalisation Issue will be announced in accordance with the JSE Listings Requirements via SENS before 11:00 (SAST) on Thursday, 14 September 2023. The entitlements to fractions of new Prosus Ordinary Shares N will be sold on the JSE in accordance with the JSE Listings Requirements and the cash proceeds of such fractional entitlements will be paid in South African Rand to the relevant JSE Free-Float Shareholders in their custodian / brokerage accounts or to a nominee account to be held on behalf and for the benefit of the relevant JSE Free-Float Shareholders, on Monday, 18 September 2023.
   
   Shareholders are referred to the Declaration Announcement and the Circular for further information regarding the treatment of fractional entitlements to Prosus Ordinary Shares N that will arise in respect of Prosus Free-Float Shareholders pursuant to the Prosus Capitalisation Issue.
   
   
5. SALIENT DATES OF THE PROSUS CAPITALISATION ISSUE
   
   The final salient dates and times for the Prosus Capitalisation Issue remain as set out in the Declaration Announcement, and are repeated below for ease of reference:
   
   

   	(2023)
   Last day to trade in Prosus Ordinary Shares N on the JSE and the A2X prior to the Prosus Capitalisation Issue, on	Tuesday, 12 September
   Date when trading in Prosus Ordinary Shares N takes place "ex" the entitlement to participate in the Prosus Capitalisation Issue on the JSE and the A2X, on	Wednesday, 13 September
   Last day to trade in Prosus Ordinary Shares N on Euronext Amsterdam prior to the Prosus Capitalisation Issue, on	Wednesday, 13 September
   Date when trading in Prosus Ordinary Shares N takes place "ex" the entitlement to participate in the Prosus Capitalisation Issue on Euronext Amsterdam, on	Thursday, 14 September
   Prosus to announce the cash value of fractional entitlements to Prosus Ordinary Shares N under the Prosus Capitalisation Issue, for JSE purposes, via SENS and on the A2X via the A2X's News Service before 11:00 (SAST) on	Thursday, 14 September
   Transaction Record Date for the Prosus Capitalisation Issue, on	Friday, 15 September
   Date when the Prosus Capitalisation Issue and the listing of new Prosus Ordinary Shares N issued pursuant to the Prosus Capitalisation Issue becomes effective prior to market-open on Euronext Amsterdam, the JSE and A2X, on	Monday, 18 September
   Custodian accounts of Shareholders to be updated with their entitlement under the Prosus Capitalisation Issue (including the cash proceeds of their fractional entitlements to Prosus Ordinary Shares N), on Euronext Amsterdam and the JSE, as the case may be, on	Monday, 18 September
   Notes: There will be no rematerialisation or dematerialisation between Tuesday, 12 September 2023 and Friday, 15 September 2023, both days inclusive, as the Prosus Register will be closed for this period. Shareholders will not be allowed to effect any cross-border removals of Prosus Ordinary Shares N between Euronext Amsterdam, and the JSE between Tuesday, 12 September 2023 and Friday, 15 September 2023, both days inclusive. The Circular, which sets out the full details of the Proposed Transaction was distributed to Shareholders on Wednesday, 12 July 2023, and is available on Prosus’s website at www.prosus.com. The Prosus ADR facility will not be excluded from the Prosus Capitalisation Issue and, therefore, The Bank of New York Mellon, as the Prosus ADR Depositary, will participate in the Prosus Capitalisation Issue on behalf of Prosus ADR Holders. Shareholders should note that the sale of the residual holding of Naspers N Ordinary Shares held by Prosus, pursuant to the Prosus Disposal, will be implemented from Monday, 18 September 2023, pursuant to which the Cross-Holding Structure will be removed and the Cross-Holding Agreement will be terminated in accordance with its terms. All dates and times indicated above are European Central Time, unless otherwise specified.

6. UPDATE ON THE REPURCHASE PROGRAMME
   
   As outlined in the Declaration Announcement, the Repurchase Programme has been temporarily suspended from Wednesday, 30 August 2023, in order to allow for an efficient and effective implementation of the Proposed Transaction.
   
   Shareholders are hereby advised that the repurchase of Prosus Ordinary Shares N under the Repurchase Programme will resume after implementation of the Proposed Transaction from Monday, 18 September 2023.
   
   Shareholders will continue to be provided weekly updates on the Repurchase Programme by means of press releases and announcements on SENS and on the Prosus website (www.prosus.com).
   
   Amsterdam, the Netherlands
   4 September 2023
   
   JSE sponsor to Prosus: Investec Bank Limited
   International Legal Advisor: Allen & Overy LLP
   Legal Advisor: Webber Wentzel

Enquiries: