SENS: abridged JSE pre-listing statement

Prosus N.V.
 
(a public company with limited liability (naamloze vennootschap) incorporated under the laws of the
Netherlands, with its statutory seat (statutaire zetel) in Amsterdam, the Netherlands, currently named
Myriad International Holdings N.V.)
 
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.
 
ABRIDGED JSE
PRE-LISTING STATEMENT
 
This abridged pre-listing statement, for purposes of the JSE (as defined below),
(the Abridged Pre-listing Statement) has been prepared in connection with the
Capital Restructure (as defined below) and the admission to listing and trading of
all the N ordinary shares in the capital of Myriad International Holdings N.V. (to be
renamed Prosus N.V. with effect from the Settlement Date (as defined below)) (the
Company) with a nominal value of EUR0.05 each (the Prosus N Ordinary Shares) 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, and together with the Capital Restructure, the Transaction).
 
The information in this Abridged Pre-listing Statement has been extracted, in
summarised form, from the full prospectus and, for JSE-purposes, pre-listing
statement, issued by the Company on Monday, 26 August 2019, (the Prospectus). The
Prospectus has been made available on the Company's website at www.prosus.com.
This Abridged Pre-listing Statement is not complete and does not contain all of
the information that investors should consider in relation to the Admissions. Any
decision to invest in any Prosus N Ordinary Shares should be based on a consideration of the
Prospectus as a whole by the investor and not this Abridged Pre-listing Statement.
This Abridged Pre-listing Statement is issued in compliance with the JSE Listings
Requirements. This Abridged Pre-listing Statement does not constitute a prospectus
for the purposes of, and has not been prepared in accordance with, Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017.
 
Investing in Prosus N Ordinary Shares involves risks. See "Risk Factors" in the
Prospectus for a description of the risk factors that should be carefully
considered before investing in the Prosus N Ordinary Shares.
 
Application has been made to admit all of the Prosus N Ordinary Shares 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. The Prosus N Ordinary Shares' International Security
Identification Number (ISIN) is NL0013654783. Trading on an "as-if-and-when-issued"
basis in the Prosus N Ordinary Shares on Euronext Amsterdam and the JSE is expected to
commence at 09:00 (Central European Summer Time/South African Standard Time) on
Wednesday, 11 September 2019, (the First Trading Date). The Admission to each of
Euronext Amsterdam and the JSE is conditional to the other Admission proceeding.
Accordingly, if for any reason the Admission to Euronext Amsterdam does not proceed,
the Admission to the JSE will not proceed (and vice versa). In addition, if the Capital
Restructure does not proceed, the Admissions will not proceed.
 
Capitalised words and expressions used in this Abridged Pre-listing Statement
shall, unless expressly defined herein or indicated otherwise by the context, bear the
meanings given to them in the Prospectus.
 
1.  BACKGROUND AND INTRODUCTION
 
    On 25 March 2019, Naspers announced its intention to list its international internet
    assets on Euronext Amsterdam and, as a secondary listing, on the Main Board of the JSE.
 
    On 19 July 2019, Naspers issued a circular to its shareholders in relation to the
    extraordinary general meeting of Naspers shareholders (the Naspers Circular), in
    which it announced its intention, subject to the terms and conditions set out in the
    Naspers Circular, to implement the Capital Restructure and the Admissions (the
    Transaction). On 23 August 2019, Naspers's shareholders approved, inter alia, the
    resolutions required to authorise the implementation of the Capital Restructure.
    As at the date of this Abridged Pre-listing Statement, all the conditions to the
    implementation of the Capitalisation Issue have been fulfilled or waived.
 
    The Transaction provides flexibility to Naspers N Shareholders by giving them the
    option to receive Prosus N Ordinary Shares (under the Naspers M Share Capitalisation
    Issue) or additional Naspers N Ordinary Shares (under the Naspers N Share
    Capitalisation Issue). Naspers N Shareholders must take appropriate advice,
    as necessary, particularly in relation to the potential tax implications of the
    Capitalisation Issue.
 
    Subject to the terms and conditions set out in the Naspers Circular and for no
    consideration, Naspers intends to:
 
    -  implement the capitalisation issues, in terms of which Naspers N Shareholders
       will receive: (i) ultimately, Prosus N Ordinary Shares (Naspers N Shareholders will
       receive Naspers M Ordinary Shares which will be automatically contributed
       to the Company in return for the issue of Prosus N Ordinary Shares to Naspers N
       Shareholders); or (ii) at their Election, instead of Prosus N Ordinary Shares, additional
       Naspers N Ordinary Shares, (together, the Capitalisation Issue);
    -  implement a pro rata capitalisation issue of Naspers A Ordinary Shares to
       Naspers A Shareholders; and
    -  make a distribution in kind of A Ordinary Shares to Naspers A Shareholders
       through a pro rata distribution in kind following these capitalisation issues,
       (together, the Capital Restructure).
 
    The Naspers Board reserves the right, in its discretion, to decide not to proceed
    with the Transaction until 14:00 on the last day to trade in Naspers N Ordinary
    Shares in order to be able to participate in the Capitalisation Issue, currently
    expected to be Tuesday, 10 September 2019. This discretion will include, but not be
    limited to, the right to amend the timetable for the Transaction.
 
    On the Capital Restructure Date, Naspers will hold its media assets (primarily
    Media24) and certain ecommerce assets in South Africa (primarily Takealot,
    Mr D Food and Property24), treasury shares in Naspers that are held for the
    purposes of certain Naspers Group share schemes, the investments made by
    Naspers Foundry, a technology start-up initiative, and between 73% and 83% of the
    Prosus N Ordinary Shares (depending on the Elections made by Naspers N Shareholders in
    the Naspers N Share Capitalisation Issue). At any time after the Capitalisation Issue
    is implemented, depending on market conditions and other factors, Naspers may
    offer to sell Prosus N Ordinary Shares to new investors.
 
    On the Settlement Date, the Company's issued share capital is expected to
    comprise, subject to the outcome of the Elections, up to 1 624 652 070 Prosus N Ordinary
    Shares and up to 3 511 830 A1 Ordinary Shares. No Shares are expected to be held
    in treasury by the Group. All Shares are in registered form. The Company shall not
    issue share certificates or statements evidencing or purporting to evidence title
    to the Shares, which will at all times remain in dematerialised form. For further
    information on the Company's share capital and the rights attaching to the Shares,
    please see the Prospectus and the Articles of Association.
 
    In relation to Prosus N Ordinary Shares trading on the JSE, Prosus N Ordinary Shares will
    be delivered in the form of security entitlements representing the beneficial
    ownership of the Prosus N Ordinary Shares. These Prosus N Ordinary Shares will be held through
    PLC Nominees for, and on behalf of, JSE Investors. PLC Nominees is a regulated
    nominee in South Africa and is authorised to act as such by the South African
    Financial Sector Conduct Authority.
 
2.  OVERVIEW OF THE GROUP
 
    On 3 April 1997, the Company was incorporated as a private limited liability
    company (besloten vennootschap met beperkte aansprakelijkheid) under the laws of
    the Netherlands. The Company's statutory seat (statutaire zetel) is in Amsterdam,
    the Netherlands and its registered office is at Taurusavenue 105, 2132 LS Hoofddorp,
    the Netherlands. The Company is registered with the Netherlands Chamber of
    Commerce (Kamer van Koophandel) under number 34099856 and its Legal Entity
    Identifier (LEI) is 635400Z5LQ5F9OLVT688. On 16 May 2019, the Company was
    converted to a public limited liability company (naamloze vennootschap) under the
    laws of the Netherlands. The Company operates under the laws of, and is domiciled
    in, the Netherlands.
 
    The Group is a global consumer internet group operating across a variety of
    platforms and geographies, and is one of the largest technology investors in the
    world. The Group's businesses and investments serve more than 1.5 billion people
    in 89 markets, and are the market leaders in 77 of those markets. The Group's
    consumer internet services span the core focus segments of Classifieds, Payments
    and Fintech as well as Food Delivery, plus other online businesses, including
    Etail and Travel. The Group aims to build leading companies that create value by
    empowering people and enriching communities. The Group has grown by investing
    in, acquiring and building leading companies. The Group typically focuses on large
    consumer trends where it tries to identify changes early, invests in and adapts
    proven business models for the high-growth markets it is focusing on, and leverages
    its skills, local knowledge and position to build businesses that have scale and
    benefit from local network effects. The Group believes that its platforms offer
    customers fast, intuitive and secure environments in which to communicate and
    conduct transactions. The Group focuses on several markets that present above-
    average growth opportunities (when compared to mature markets) due to their
    economic growth, scalability and fast-growing, mobile internet penetration levels.
    The Group's businesses and investments primarily operate in China, India, Russia,
    Central and Eastern Europe, North America, Latin America, Southeast Asia, the
    Middle East and Africa. The Group has developed strong brands in these markets,
    and believes that those global and local brands are an important way for each of
    its businesses to differentiate itself from its competitors, thereby driving organic
    traffic through consumer word of mouth.
 
    The Group's businesses and investments are organised around the following
    segments: Ecommerce (which comprises its interests in Classifieds, Payments and
    Fintech, Food Delivery, Etail, Travel and other Ecommerce (including Ventures)),
    Social and Internet Platforms (which comprises its interests in Tencent and Mail.ru
    Group) and Corporate (relating to its Group-level corporate services and treasury
    function).
 

 
 
    For information on the Group's business, see the "Business" section of the
    Prospectus.

3.  SUMMARY OF FINANCIAL INFORMATION AND OPERATING DATA
 
    The following tables set out the Group's combined income statement, combined
    statement of financial position, combined statement of cash flows and certain other
    financial data as at the dates and for the periods indicated. The selected combined
    financial information set forth below has been derived from: (i) the unaudited but
    reviewed combined carve-out financial statements of the Group as of 30 June 2019
    and for the three-month periods ended 30 June 2019 and 2018 and the related notes
    thereto (the Interim Combined Carve-out Financial Statements), and (ii) the
    audited combined carve-out financial statements of the Group as of and for each
    of the years ended 31 March 2019, 2018 and 2017 and the related notes thereto (the
    Annual Combined Carve-out Financial Statements, and together with the
    Interim Combined Carve-out Financial Statements, the Combined Carve-out
    Financial Statements).
   
   

   
    Summary Segmental Data
 
    The following tables set out the Group's revenue and trading profit by segment on
    an "economic-interest" basis for the periods indicated along with a reconciliation
    to the Group's consolidated revenue and trading profit for the relevant periods as
    reported on a statutory basis.
 
   

   
    For the complete Combined Carve-out Financial Statements, together with the
    independent auditor's reports thereon, please see the Prospectus. No pro forma
    financial information or profit forecast has been included in the Prospectus. There
    are no qualifications in the reports provided by the independent auditor on the
    historical financial information for: (i) the three months ended 30 June 2019 and
    2018; and (ii) the fiscal years of the Company ended 31 March 2019, 2018 and 2017.
    However, the unqualified opinion for the Annual Combined Carve-out Financial
    Statements includes an emphasis of matter paragraph, in which the Company's
    auditor noted that the Group did not operate as an entity separate from Naspers in
    the past and therefore the Annual Combined Carve-out Financial Statements may
    not be indicative of the Group's future performance and what its combined results
    of operations, financial position and cash flows would have been, had the Group
    operated as a separate entity from Naspers for the periods presented.

4.  DIRECTORS
   

 
    On 7 May 2019, Naspers announced that Manisha Girotra (50) will be appointed as
    a non-executive Director of the Company and a non-executive director of Naspers
    after the date of the Admissions. It is expected that she will be an independent non-
    executive Director for the purposes of the Dutch Corporate Governance Code and
    the South African King Code. As at the date of the Prospectus, she is not, and as at
    the date of the Admissions she will not be, a Director.
 
    The business address of the Directors is c/o Myriad International Holdings N.V. (to
    be renamed Prosus N.V. with effect from the Settlement Date), Taurusavenue 105,
    2132 LS Hoofddorp, the Netherlands.

5.  SALIENT DATES AND TIMES
 
    The timetable below lists certain expected key dates for the Transaction.
 

   
6.  COPIES OF THE PROSPECTUS AND OTHER DOCUMENTS RELATING TO THE ADMISSIONS
 
    The Prospectus is published in English only. Subject to any applicable securities
    laws, copies of the Prospectus, the independent auditor's reports on the Annual
    Combined Carve-out Financial Statements and the Interim Combined Carve-
    out Financial Statements, respectively, and certain other documents relating to
    the Admissions, will be available and can be obtained free of charge from the
    Company's website (www.prosus.com) and, during their normal business hours, at
    the registered office of the Company (Taurusavenue 105, 2132 LS Hoofddorp, the
    Netherlands) and the JSE Sponsor (100 Grayston Drive, Sandton, Johannesburg
    2196, South Africa) from the date of this Prospectus until at least the Settlement
    Date.
 
    Hoofddorp, the Netherlands
    Monday, 26 August 2019
 
DISCLAIMER
 
Prospective investors are expressly advised that an investment in Prosus N Ordinary Shares entails certain
risks and that they should therefore carefully read and review the entire Prospectus. Prospective
investors should not just rely on key information or information summarised within the Prospectus
or this Abridged Pre-listing Statement. Prospective investors should, in particular, read the section
of the Prospectus entitled "Risk Factors" when considering an investment in the Prosus N Ordinary Shares.
A prospective investor should not invest in Prosus N Ordinary Shares unless it has the expertise (either
alone or with a financial adviser) to evaluate how the Prosus N Ordinary Shares will perform under changing
conditions, the resulting effects on the value of the Prosus N Ordinary Shares and the impact this investment
will have on the prospective investor's overall investment portfolio. Prospective investors should also
consult their own tax advisers as to the tax consequences of the purchase, ownership and disposal of
the Prosus N Ordinary Shares.
 
The content of this Abridged Pre-listing Statement and the Prospectus should not be construed as
business, legal or tax advice. It is not intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation by any of the Company, the Directors, Naspers
(or its directors) or any of the Financial Advisers, the Euronext Listing and Paying Agent, the JSE
Sponsor or any of their respective representatives that any recipient of this Abridged Pre-listing
Statement and/or the Prospectus should purchase any Prosus N Ordinary Shares. None of the Company,
Naspers or any of the Financial Advisers, the Euronext Listing and Paying Agent or the JSE Sponsor,
or any of their respective representatives, is making any representation to any prospective investor
regarding the legality of an investment in the Prosus N Ordinary Shares by such prospective investor under
the laws and regulations applicable to such prospective investor. Prospective investors should consult
their own professional adviser before making any investment decision with regard to the Prosus N Ordinary
Shares, among other things, to consider such investment decision in light of his or her personal
circumstances and in order to determine whether or not such prospective investor is eligible to
purchase Prosus N Ordinary Shares. In making an investment decision, prospective investors must rely on
their own analysis, enquiry and examination of the Company and the Prosus N Ordinary Shares, including the
merits and risks involved.
 
The release, publication or distribution of this Abridged Pre-listing Statement in jurisdictions other
than the Netherlands and South Africa may be restricted by law and therefore persons into whose
possession this Abridged Pre-listing Statement 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 and the Company disclaim any responsibility or liability for the violation
of such requirements by any person. Notices for prospective investors located in, or resident of,
certain jurisdictions are set out in the Prospectus. The Prosus N Ordinary Shares have not been, and will
not be, registered under the U.S. Securities Act of 1933, as amended, (the U.S. Securities Act) or the
securities laws of any state of the United States.
 
This Abridged Pre-listing Statement 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 Shares (whether pursuant to this Abridged Pre-listing Statement
or otherwise) in any jurisdiction, including an offer to the public or section of the public in any
jurisdiction. This Abridged Pre-listing Statement does not constitute a prospectus for the purposes
of, and has not been prepared in accordance with, Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017. This Abridged Pre-listing Statement does not comprise
a prospectus or a prospectus equivalent document or announcement, nor does it constitute an
advertisement of an offer as envisaged in the South African Companies Act.
 
This Abridged Pre-listing Statement has been prepared for the purposes of complying with the JSE
Listings Requirements and the information disclosed may not be the same as that which would have
been disclosed if this Abridged Pre-listing Statement had been prepared in accordance with the laws
and regulations of any jurisdiction outside of South Africa, including the Netherlands.
 
This Abridged Pre-listing Statement and the Prospectus include forward-looking statements. These
forward-looking statements are subject to a number of risks and uncertainties, many of which are
beyond the Group's control and all of which are based on the Group's current beliefs and expectations
about future events. Forward-looking statements are sometimes identified by the use of forward-
looking terminology such as "aim", "annualised", "anticipate", "assume", "believe", "continue",
"could", "estimate", "expect", "goal", "hope", "intend", "may", "objective", "plan", "position",
"potential", "predict", "project", "risk", "seek", "should", "target", "will" or "would" or the highlights
or the negatives thereof, other variations thereon or comparable terminology. These forward-looking
statements include all matters that are not historical facts. They appear in a number of places
throughout this Abridged Pre-listing Statement and the Prospectus and include statements that
reflect the Company's intentions, beliefs or current expectations and projections about the Group's
future results of operations, financial condition, liquidity, performance, prospects, anticipated
growth, strategies and opportunities and the markets in which the Group operates. In particular,
the statements under the headings "Summary", "Risk Factors", "Dividends and Dividend Policy",
"Business" and "Operating and Financial Review" in the Prospectus regarding the Group's strategy,
targets, expectations, objectives, future plans and other future events or prospects are forward-looking
statements. These forward-looking statements and other statements contained in this Abridged
Pre-listing Statement and the Prospectus regarding matters that are not historical facts involve
predictions. No assurance can be given that such future results will be achieved; actual events or
results may differ materially as a result of risks and uncertainties facing the Group. Such risks and
uncertainties could cause actual results to vary materially from the future results indicated, expressed
or implied in such forward-looking statements. Forward-looking statements in this Abridged Pre-
listing Statement and the Prospectus speak only as of the date of this Abridged Pre-listing Statement
and the Prospectus. Except as required by applicable laws and regulations, the Group expressly
disclaims any obligation or undertaking to update or revise the forward-looking statements contained
in this Abridged Pre-listing Statement and the Prospectus to reflect any change in its expectations or
any change in events, conditions or circumstances on which such statements are based.
 
Each Financial Adviser, the Euronext Listing and Paying Agent and the JSE Sponsor is acting
exclusively for the Company and/or Naspers and no one else in connection with the Transaction.
None of them will regard any other person (whether or not a recipient of this Abridged Pre-listing
Statement and/or the Prospectus) as their respective client in relation to the Transaction and will
not be responsible to anyone other than the Company and/or Naspers for providing the protections
afforded to their respective clients or for giving advice in relation to, respectively, the Transaction or
any transaction or arrangement referred to herein.
 
JSE Sponsor
Investec Bank Limited