12 Jul - 11 min read

Prosus Voluntary Share Exchange Offer Update: Prosus Prospectus published and Opening of the Exchange Offer

Prosus Voluntary Share Exchange Offer Update: Prosus Prospectus published and Opening of the Exchange Offer

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 6315122092
(“Naspers”)

PROSUS VOLUNTARY SHARE EXCHANGE OFFER UPDATE: PROSUS PROSPECTUS
PUBLISHED AND OPENING OF THE EXCHANGE OFFER


Further to the announcement released by Prosus N.V. ("Prosus") today, 12 July 2021,
shareholders are advised that:

-   Prosus has published its prospectus (the Prospectus) in relation to the exchange offer
    made by Prosus to the holders (Naspers N Shareholders) of the N ordinary shares in
    the issued share capital of Naspers (Naspers N Ordinary Shares), 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 ordinary
    shares N in the capital of Prosus (New Prosus Ordinary Shares N) at 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 set out in the Prospectus
    (the Exchange Offer); and

-   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.

Naspers N Shareholders are referred to the "Exchange Offer Memorandum" section of the
Prospectus for full details regarding the Exchange Offer.

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.

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 (as defined
therein), 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.

For more details, please visit www.share-exchange-offer.com.

Should you require further assistance, please contact the call centre on +27 87 015 0343.


Cape Town, South Africa
12 July 2021

JSE sponsor to Naspers
Investec Bank Limited
Dutch Legal Adviser to Naspers
                                                                                            

Allen & Overy LLP
South African Legal Adviser to Naspers
Webber Wentzel
US Legal Adviser to Naspers
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 Naspers

Established in 1915, Naspers has transformed itself to become a global consumer internet
company and one of the largest technology investors in the world. Through Prosus, the group
operates and invests globally in markets with long-term growth potential, building leading
consumer internet companies that empower people and enrich communities. Prosus has a
listing on Euronext Amsterdam and a secondary listing on the Johannesburg Stock Exchange
and Naspers is the majority owner of Prosus.

In South Africa, Naspers is one of the foremost investors in the technology sector and is
committed to building its internet and ecommerce companies in the country. These include
Takealot, Mr D Food, Superbalist, OLX, Autotrader, Property24 and PayU, in addition to
Media24, South Africa’s leading print and digital media business.

Naspers is also focused on stimulating South Africa’s local tech sector through Naspers
Foundry. This is a R1.4 billion investment targeting early stage technology companies in South
Africa that seek to address big societal needs. To help address youth unemployment in
impoverished communities, in 2019, Naspers launched Naspers Labs, a social impact
programme for young, unemployed South Africans aged between 17 and 25. Located in low
income, urban settings, Naspers Labs provide a structured development journey enabling
young people to enter the economy.

Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary
listing on the A2X Exchange (NPN.AJ) in South Africa, and has an ADR listing on the London
Stock Exchange (LSE: NPSN).

For more information, please visit www.naspers.com.
                                                                                                                        

Disclaimers

This press release contains information within the meaning of Article 7(1) of the European Market Abuse Regulation
(596/2014).

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 benefit or account
of, any U.S. persons 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 the Prospectus Regulation 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 each Naspers N shareholder (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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