16 Aug - 12 min read

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

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” or “the Company”)


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE
LAW.

PLEASE SEE THE IMPORTANT DISCLAIMERS AT THE END OF THIS ANNOUNCEMENT.


THE IMPLEMENTATION OF THE CAPITAL RESTRUCTURE AND THE RESULTS OF THE EXCHANGE OFFER


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.

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

      Prosus Ordinary Shares B(1)   1,128,507,756                  1,128,507,756

      Prosus   Ordinary   Shares    944,832                        4,456,650
      A1(2)

      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).

2. RESULTS OF THE EXCHANGE OFFER

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

                                     Exchange Offer Results

  Total Number of Naspers N Ordinary              281,034,763
  Shares tendered

  Total number of Naspers N Ordinary              197,408,377
  Shares acquired by Prosus

  Total number of Naspers N Ordinary              83,626,386
  Shares tendered but not acquired by
  Prosus

  Total number of New Prosus Ordinary             448,991,535
  Shares N issued in exchange for the
  Naspers N Ordinary Shares



  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


Enquiries
Investor Enquiries                                       +1 347-210-4305
Eoin Ryan, Head of Investor Relations
Media Enquiries                                          + 31 6 29721038
Sarah Ryan, International Media Relations


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 in
markets including India, Russia, and Brazil. Through its ventures team, Prosus invests in areas including
health, logistics, blockchain, and social commerce. Prosus actively seeks new opportunities to partner with
exceptional entrepreneurs who are using technology to improve people’s everyday lives.
Every day, millions of people use the products and services of companies that Prosus has invested in, acquired
or built, including Avito, Brainly, BUX, BYJU'S, Bykea, Codecademy, DappRadar, DeHaat, dott, ElasticRun,
eMAG, Eruditus, Honor, iFood, Klar, LazyPay, letgo, Meesho, Movile, OLX, PayU, Quick Ride, Red Dot Payment,
Remitly, Republic, Shipper, SimilarWeb, Skillsoft, SoloLearn, Swiggy and Udemy.
Hundreds of millions of people have made the platforms of Prosus’s associates a part of their daily lives. For
listed companies where we have an interest, please see: Tencent, Mail.ru, Trip.com Group Limited, and
DeliveryHero.
Today, Prosus companies and associates help improve the lives of around a fifth of the world's population.                                                                                                              
Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the JSE (XJSE:PRX)
and A2X Markets (PRX.AJ). Prosus is majority-owned by Naspers. For more information, please visit
www.prosus.com.

Disclaimers
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 account or benefit of, any “U.S. person” 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.
Any offer or sale of the new Prosus Ordinary Shares N, directly or indirectly, in or into the United States or
to, or for the account or benefit of, U.S. persons will be made only to, or for the account or benefit of, persons
who are both a "qualified institutional buyer" as defined in Rule 144A under the Securities Act and a "qualified
purchaser" as defined in Section 2(a)(51)(A) of, and Rule 2a51-1(g) under, the U.S. Investment Company
Act of 1940, as amended.
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 Regulation (EU) 2017/1129 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 all Naspers N Shareholders (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.
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: 16-08-2021 07:15:00
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