SENS: Cash value of fractional entitlements to Naspers "N" ordinary shares pursuant to the Naspers N

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 6315121003 ('Naspers' 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 PROSUS TO TAKE ANY FURTHER ACTION.

CASH VALUE OF FRACTIONAL ENTITLEMENTS TO NASPERS 'N' ORDINARY SHARES PURSUANT TO THE NASPERS N SHARE CAPITALISATION ISSUE

Shareholders are referred to the circular issued by the Company on Friday, 19 July 2019 in relation to, amongst other things, the Capitalisation Issue (Circular). Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the Circular.

As set out in the Circular, only whole numbers of Naspers N Ordinary Shares and Naspers M Ordinary Shares will be issued in terms of the Capitalisation Issue and where fractional entitlements to Naspers N Ordinary Shares arise in terms of the Capitalisation Issue, such fractions will be rounded down to the nearest whole number with any remaining fractional entitlements being sold on behalf of such Naspers N Shareholders with the proceeds payable in cash. The cash amount for such fractional entitlements will be determined in accordance with the JSE Listings Requirements and paid to the relevant Naspers N Shareholder in its brokerage account or to a nominee account to be held on behalf and for the benefit of the relevant Naspers N Shareholder as envisaged in the Circular and in accordance with the JSE Listings Requirements.
In accordance with the JSE Listings Requirements, this amount has been determined with reference to the volume weighted average price in Rand of a Naspers N Ordinary Share traded on the Johannesburg Stock Exchange on Wednesday, 11 September 2019, ZAR 2,426.10 (being the first day on which Naspers N Ordinary Shares trade 'ex´ the entitlement to participate in the Capitalisation Issue), reduced by 10% ('Cash Proceeds'). On this basis, Shareholders are advised that the Cash Proceeds due to Shareholders in respect of any fractional entitlements is ZAR 2,183.49 (ZAR 2,426.10 x 0.9) per Naspers N Ordinary Share.
Cape Town
12 September 2019

JSE Sponsor to Naspers 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	Dutch and US Legal Adviser to Joint Financial Advisers Linklaters LLP
Joint 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.
Naspers ADS Depositary
The Bank of New York Mellon

DISCLAIMER Under the Capital Restructure, Naspers shareholders whose addresses are shown in the securities register of Naspers on the Record Date as being in Australia, Bermuda, Canada, Cayman Islands, the European Economic Area, Japan, Jersey, Panama, the People's Republic of China, South Korea, Switzerland and the United States (or any other jurisdiction in which Naspers reasonably believes that it is not prohibited or unduly onerous or impractical for Shares or Naspers Shares to be issued or delivered to Naspers shareholders) will receive Shares or Naspers Shares, as the case may be, in accordance with terms and conditions of the Naspers Circular.

Naspers N Shareholders must consider the Prospectus and Naspers Circular in full as action is required from them and they should seek advice from their independent advisers in relation to the implications of the Transaction and, in particular, the Election. In addition, Naspers N Shareholders are reminded that the Naspers Circular requires them to take certain actions and provide certain information, including, for example, details of the Euronext Amsterdam Brokerage Account if such shareholder is a non-resident of the Common Monetary Area for exchange control purposes and intends to participate in the Naspers M Share Capitalisation Issue and receive Prosus N Ordinary Shares.

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 this announcement, the Prospectus or the 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 announcement, the Prospectus and the Abridged Pre-listing Statement 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 (or its directors), Prosus (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 announcement, the Prospectus and/or the Abridged Pre-listing Statement should acquire any Prosus N Ordinary Shares. None of the Company, Prosus 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 Prosus Group and the Prosus N Ordinary Shares, including the merits and risks involved.

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, Naspers 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, the Prospectus and the Abridged Pre-listing Statement include forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Naspers Group's, and the Prosus Group's, control and all of which are based on the Naspers Group's, and the Prosus 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 announcement, the Prospectus and the Abridged Pre-listing Statement, and include statements that reflect the Company's and/or Prosus's intentions, beliefs or current expectations and projections about the Prosus Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Naspers Group and/or the Prosus 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 Prosus 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 announcement, the Prospectus and the Abridged Pre-listing Statement 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 Naspers Group and/or the Prosus 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 announcement, the Prospectus and the Abridged Pre-listing Statement speak only as of the date of this announcement, the Prospectus and the Abridged Pre-listing Statement. Except as required by applicable laws and regulations, the Naspers Group expressly disclaims any obligation or undertaking to update or revise the forward-looking statements contained in this announcement 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 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 Prosus 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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