SENS: Naspers Limited - Director dealing - Steve Pacak (18.09.2019)

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')

In compliance with rules 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information is disclosed:

Director: Steve Pacak

Company: Naspers Limited

Transaction date: 16 September 2019

Nature of transaction: On market sale of Naspers N shares

Number of shares: 180 000 Naspers N ordinary shares

Class of shares: N ordinary shares

Total value of transaction: R454 517 603.96

Volume weighted average

price per share: R2 525.0978

Highest price per share: R2 527.90

Lowest price per share: R2 505.99

Nature of transaction: Off market purchase of securities

Number of shares: 20 000 Naspers shares

Class of shares: N ordinary

Price per share: R2 544.94

Total value of transaction: R50 898 800.00

Date of vesting in the group

share-based incentive plan: The trades relate to offers of Naspers N ordinary share options made and accepted on 27 February 2009 in the MIH Services FZ LLC Share Trust (the Trust). The options vested in three equal tranches. The first tranche, 66 666 share options, vested on 27 February 2012, the second tranche, 66 667 share options vested on 27 February 2013 and the final tranche, 66 667 share options, vested on 27 February 2014.

In terms of the rules of the Trust the exercise of options and delivery of shares acquired may not be taken later than the tenth anniversary of the offer date, unless, as provided for in the Trust deed, the last date to exercise has been extended as a result of trade embargoes having been applied to a participant(s). In the case of Mr Pacak, the date was extended to 20 September 2019.

On 16 September 2019 a total of 180 000 Naspers N ordinary shares were sold by Mr Pacak and 20 000 Naspers N ordinary shares, 200 000 Prosus N.V. N ordinary shares and 200 000 MultiChoice Group Limited ordinary shares will be delivered to Mr Pacak upon payment of the amount of R30 378 633.89 (being the listed market value on the date of the offers) from the proceeds of the sale of the 180 000 Naspers N ordinary shares (distributed to Mr Pacak), to settle the amount due to the Trust.

Nature of transaction: Sale of 180 000 vested Naspers N ordinary shares from the Naspers Share Incentive Scheme Trust and delivery of 20 000 Naspers N ordinary shares, 200 000 Prosus N.V. N ordinary shares and 200 000 MultiChoice Group Limited ordinary shares vested shares held in the Trust by Mr Pacak.

Additional disclosure: Exercised 200 000 Naspers options, 200 000 Prosus N.V. shares and 200 000 MultiChoice Group Limited shares and the full net gain after tax (excluding a cash balance due to Mr Pacak) on the disposal of 180 000 Naspers N ordinary shares was reinvested in Naspers N ordinary shares, Prosus N.V. ordinary shares and MultiChoice Group Limited shares resulting in the acquisition of 20 000 Naspers N ordinary shares, 200 000 Prosus N.V. N ordinary shares and 200 000 MultiChoice Group Limited ordinary shares.

The intention that is that these shares will be transferred to Mr Pacak's family trust resulting in an indirect, beneficial interest.

Nature of interest: Direct Beneficial

Clearance: Clearance has been received in terms of paragraph 3.66 of the JSE Listings Requirements

CAPE TOWN

18 September 2019

Sponsor: Investec Bank Limited

Share this story