SENS: Completion of the Unbundling of Multichoice Group Limited to Naspers Shareholders

NaspersLimited
(Incorporated in the Republic of South Africa)
(Registration number: 1925/001431/06)
Share code: NPN
ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
('Naspers' or the 'Company')

COMPLETION OF THE UNBUNDLING OF MULTICHOICE GROUP LIMITED TO NASPERS SHAREHOLDERS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR WOULD REQUIRE FURTHER ACTION FOR SUCH PURPOSE

Completion of the unbundling of MultiChoice Group Limited

Naspers 'N' and 'A' shareholders ('Naspers Shareholders') are referred to the announcements released on SENS on 21 January 2019, 19 February 2019 and 28 February 2019 (collectively 'Announcements') which set out the details of the unbundling by Naspers of 438 837 468 ordinary shares ('MultiChoice Shares') in the issued share capital of its wholly-owned subsidiary MultiChoice through a pro rata distribution in specie ('Unbundling') and the simultaneous listing of MultiChoice on the main board of the securities exchange operated by the JSE Limited ('JSE') as a primary listing ('Listing').

Unless expressly defined, capitalised terms used in this announcement shall bear the same meanings ascribed to them in the Naspers Unbundling Announcement.

Shareholders are advised that Naspers has successfully completed the Unbundling as described in the Announcements following the listing of MultiChoice Group Limited on the JSE (Share Code: MCG; ISIN: ZAE000265971) with effect from the commencement of trade on Wednesday, 27 February 2019. Pursuant to the Unbundling of MultiChoice implemented today, 4 March 2019, Naspers distributed one MultiChoice Share for everyone Naspers 'N' ordinary share held and one MultiChoice Share for every five Naspers 'A' ordinary shares held as at 17:00 South African standard time on Friday, 1 March 2019.

Naspers believes that the Unbundling is, and will continue to be, a catalyst for significant value unlock for Shareholders as evidenced by the creation of a JSE listed, empowered and cash-generative video entertainment business that is equipped to be a forerunner in African digital transformation. For the respective management teams, both in Naspers and MultiChoice, this signals a renewed focus and course in the pursuit of growth opportunities in the region.

B-BBEE Transaction

As set out in the Announcements, pursuant to the Unbundling, the 2018 Empowerment Transaction has been implemented today, 4 March 2019, by the issue of an additional 5% stake in the share capital of MultiChoice South Africa Holdings Proprietary Limited ('MCSA') to Phuthuma Nathi Investments (RF) Limited and Phuthuma Nathi Investments 2 (RF) Limited (collectively, 'Phuthuma Nathi') (effectively increasing Phuthuma Nathi's stake in MCSA from 20% to 25%) for a nominal consideration.

Naspers Shareholders are hereby advised to consult their own professional tax advisors should they have any queries regarding the taxation consequences of the Unbundling and the calculation of their costs.
4 March 2019

Sponsor
Investec Bank Limited

Joint Financial Advisers
Citigroup Global Markets Limited
Morgan Stanley & Co International plc

Legal adviser
Webber Wentzel

Disclaimer

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 may come should inform themselves about, and observe, any such applicable restrictions or requirements. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws and regulations of any such jurisdiction. To the fullest extent permitted by applicable law, Naspers disclaims any responsibility or liability for the violation of such restrictions or requirements by any person. This announcement 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 announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of those outlined above.

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 Unbundled MultiChoice 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 does not comprise a prospectus or a prospectus equivalent announcement, nor does it constitute an advertisement of an offer as envisaged in the Companies Act.

About Naspers
Naspers is a global consumer internet group and one of the largest technology investors in the world. Operating and investing in countries and markets across the world with long-term growth potential, Naspers builds leading companies that empower people and enrich communities. The group operates and partners a number of leading internet businesses across the Americas, Africa, Central and Eastern Europe, and Asia in sectors including online classifieds, food delivery, payments, travel, education, health, and social and internet platforms.

Every day, millions of people use the products and services of companies that Naspers has invested in, acquired or built, including Avito, Brainly, BYJU'S, Codecademy, eMAG, Honor, ibibo, iFood, letgo, Media24, Movile, OLX, PayU, SimilarWeb, Swiggy, Takealot, and Udemy.

Similarly, hundreds of millions of people have made the platforms of its associates a part of their daily lives: Tencent (www.tencent.com; SEHK 00700), Mail.ru (www.corp.mail.ru; LSE: MAIL), MakeMyTrip Limited (www.makemytrip.com; NASDAQ:MMYT) and DeliveryHero (www.deliveryhero.com; Xetra: DHER).

Today, Naspers companies and associates help improve the lives of around a fifth of the world's population. Naspers actively searches for new opportunities to partner exceptional entrepreneurs who are using technology to address big societal needs.
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.

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