NASPERS LIMITED
(previously Myriad International Holdings N.V)
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
ISIN: NL0013654783
Euronext Amsterdam and JSE Share code: PRX
('Prosus' or the 'Company')
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 AND REGULATIONS OF SUCH JURISDICTION OR REQUIRE THE COMPANY OR NASPERS TO TAKE ANY FURTHER ACTION.
RESULTS OF ELECTIONS, SUBSTANTIAL SHAREHOLDINGS AND DIRECTORS' INTERESTS
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the prospectus issued by Prosus on 26 August 2019 (available on Prosus's website at www.prosus.com).
Further to the announcement released on SENS on Wednesday, 11 September 2019, the Election period to be issued Naspers N Ordinary Shares under the Naspers N Share Capitalisation Issue (instead of Naspers M Ordinary Shares and, ultimately, Prosus N Ordinary Shares, under the Naspers M Share Capitalisation Issue) closed at 12:00 (SAST) on Friday, 13 September 2019. Further to the announcement released by Naspers on SENS today, Prosus is pleased to announce that, as a result of the outcome of the Elections, Prosus's issued share capital is as follows:
| Issued share capital | |
| N Ordinary Shares with a nominal value of five euro cents (EUR 0.05) each | 1 624 652 070 |
| A1 Ordinary Shares with a nominal value of five euro cents (EUR 0.05) each | 3 511 818 |
| Treasury shares | |
| Number of N Ordinary Shares held in treasury by the Company | 2 510 574 |
Further, shareholders are advised that the Prosus A Share Distribution is expected to be implemented tomorrow, 17 September 2019.
AFM Disclosures made today and tomorrow
Prosus will notify the AFM about its issued share capital, as set out above.
As set out in the Prospectus and Naspers Circular, the Prosus A Share Distribution is expected to be implemented (and the Protection Structure established) tomorrow, Tuesday 17 September 2019 on the basis set out in the Prospectus and Naspers Circular. Consequently Nasbel, Keerom and Wheatfields as shareholders holding a substantial shareholding in Prosus will notify the AFM about the shares and voting rights held by them to reflect the situation as of Tuesday 17 September 2019. Today Naspers holds all the A Ordinary Shares which will be transferred to the respective shareholders on Tuesday 17 September 2019 in terms of the Prosus A Share Distribution and the AFM will be notified accordingly.
The Directors will notify the AFM about the shares and voting rights held by them in Prosus. These notifications are as follows:
N Ordinary Shares
| Director | Number of shares | Number of votes |
|---|---|---|
| Bekker, Jacobus Petrus | 4 688 691 (indirect) | 4 688 691 (indirect) |
| Van Dijk, Bob | 51 809 | 51 809 |
| Sgourdos, Vasileios (Basil) | 32 483 | 32 483 |
| Choi, Emilie Monica | 0 | 0 |
| Du Toit, Hendrik Jacobus | 0 | 0 |
| Enenstein, Craig Lawrence | 415 (indirect) | 415 (indirect) |
| Eriksson, Donald Gordon (Don) | 0 | 0 |
| Jafta, Rachel Catharina Cornelia | 0 | 0 |
| Letele, Francis Lehlohonolo Napo (Nolo) | 1 474 | 1 474 |
| Meyer, Debra | 0 | 0 |
| Oliveira de Lima, Roberto | 0 | 0 |
| Pacak, Stephan Joseph Zbigniew (Steve) | 376 635 (direct); 37 548 (indirect) | 376 635 (direct); 37 548 (indirect) |
| Phaswana, Tshamano Mohau Frederik (Fred) | 3 530 (indirect) | 3 530 (indirect) |
| Sorour, Mark Remon | 2 145 (direct); 442 (indirect) | 2 145 (direct); 442 (indirect) |
| Stofberg, Jacobus Du Toit (Cobus) | 1 83 317 (direct); 291 888 (indirect) | 1 83 317 (direct); 291 888 (indirect) |
| Van der Ross, Benedict James (Ben) | 2 550 (direct); 820 (indirect) | 2 550 (direct); 820 (indirect) |
Options to N Ordinary Shares
| Director | Number of shares | Number of votes |
| Van Dijk, Bob | 922 451 | 922 451 |
| Sgourdos, Vasileios (Basil) | 84 661 | 84 661 |
| Pacak, Stephan Joseph Zbigniew (Steve) | 254 000 | 254 000 |
| Sorour, Mark Remon | 101 394 | 101 394 |
A Ordinary Shares
| Director | Number of shares | Number of votes |
|---|---|---|
| Pacak, Stephan Joseph Zbigniew (Steve) | 383 (indirect) | 383 (indirect) |
| Stofberg, Jacobus Du Toit (Cobus) | 639 (indirect) | 639 (indirect) |
Hoofddorp, the Netherlands
16 September 2019
| JSE Sponsor to Prosus Investec Bank Limited | |
| South African Legal Adviser (Lead) Webber Wentzel | South African Legal Adviser Glyn Marais Inc. |
| Dutch and US Legal Adviser Allen & Overy LLP | Independent Auditors PricewaterhouseCoopers Inc. |
| Lead Financial Advisers | Other Financial Advisers |
| Goldman Sachs International | Banca IMI S.p.A. |
| J.P. Morgan Securities plc | Bank of America Merrill Lynch International DAC, Amsterdam Branch |
| Morgan Stanley & Co. International plc | Barclays Bank PLC |
| BNP Paribas | |
| Citigroup Global Markets Limited | |
| Deutsche Bank AG, London Branch | |
| ICBC Standard Bank plc | |
| ING Bank N.V. | |
| Dutch and US Legal Adviser to Financial Advisers Linklaters LLP |
DISCLAIMER
The release, publication or distribution of this announcement in jurisdictions other than the Netherlands and 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, the Company disclaims 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 announcement 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 announcement or otherwise) in any jurisdiction, including an offer to the public or section of the public in any jurisdiction.
This announcement includes forward-looking statements, which are based on current expectations and projections about future events. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. The Company expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made.
Each Financial Adviser, the Euronext Listing and Paying Agent and the JSE Sponsor is acting exclusively for Naspers and/or Prosus and no one else in connection with the Transaction. None of them will regard any other person (whether or not a recipient of this announcement, the Prospectus and/or the Abridged Pre-listing Statement) 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.
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Naspers Limited published this content on 16 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 September 2019 11:41:03 UTC
