- an on-market Prosus ordinary share N repurchase programme of up to US$1.37 billion from its free-float shareholders (the Share Repurchase); and
- an on-market Naspers Limited (Naspers) N ordinary share purchase programme of up to US$3.63 billion (the Share Purchase, together with the Share Repurchase, the Transaction).
The board of directors of Prosus (the Prosus Board) is of the view that the Transaction is, among other things, an investment in the group’s current strong internet portfolio, which is a sensible use of capital given full market valuations in consumer tech M&A, and the sizeable discount to the group’s net asset value (NAV). Prosus has a track record of generating good returns by investing across the consumer internet space. Prosus also takes a long-term approach to capital allocation across its operations, investments, and this approach now extends to its asset base – directly and indirectly via its own stock. The Prosus Board believes that the Transaction will generate value for its shareholders.
Prosus has appointed intermediaries to execute the Transaction within parameters set by it, allowing the execution of (re)purchases in the open market during open and closed periods. These intermediaries will make their trading decisions independently from, and uninfluenced by, Prosus and Naspers.
The Share Purchase will commence on 24 November 2020 and end on 26 November 2021, or sooner if the maximum consideration under the Share Purchase is reached before then.
The Naspers N ordinary shares held by Prosus after having been purchased under the Share Purchase will constitute treasury shares under the JSE Listings Requirements. Prosus intends not to exercise any voting rights attaching to the Naspers N ordinary shares acquired under the Share Purchase.
The Share Purchase will be implemented in accordance with, and subject to, applicable law and regulations, as well as the authorities granted by the general meeting of shareholders of Naspers dated 21 August 2020, as it may be renewed.
The Share Purchase by Prosus constitutes a general repurchase of securities under the JSE Listings Requirements and will be implemented accordingly.
Statement by the directors of Naspers
Having regard to the decision of the Prosus Board to implement the Share Purchase and after considering the effects of the Transaction by Prosus, pursuant to the JSE Listings Requirements the board of directors of Naspers states that:
- Naspers and its group will be able, in the ordinary course of business, to pay their debts as they become due for a period of 12 months following the date of this announcement;
- the assets of Naspers and its group will be in excess of the liabilities of Naspers and its group for a period of 12 months following the date of this announcement;
- the share capital and reserves of Naspers and its group will be adequate for ordinary business purposes for a period of 12 months following the date of this announcement;
- the working capital of Naspers and its group will be adequate for ordinary business purposes for a period of 12 months following the date of this announcement; and
- Naspers and its group have passed the solvency and liquidity test envisaged in the South African Companies Act, 2008, as amended, and since the test was performed there have been no material changes to the financial position of the Naspers group.
Cape Town, South Africa
23 November 2020
Sponsor: Investec Bank Limited
Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest technology investors in the world. Through Prosus, the group operates and invests globally in markets with long-term growth potential, building leading consumer internet companies that empower people and enrich communities. Prosus has a listing on Euronext Amsterdam and a secondary listing on the Johannesburg Stock Exchange and Naspers is the majority owner of Prosus.
In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet and ecommerce companies in the country. These include Takealot, Mr D Food, Superbalist, OLX, Autotrader, Property24 and PayU, in addition to Media24, South Africa’s leading print and digital media business.
Naspers is also focused on stimulating South Africa’s local tech sector through Naspers Foundry. This is a R1.4 billion investment targeting early stage technology companies in South Africa that seek to address big societal needs. To help address youth unemployment in impoverished communities, in 2019, Naspers launched Naspers Labs, a social impact programme for young, unemployed South Africans aged between 17 and 25. Located in low income, urban settings, Naspers Labs provide a structured development journey enabling young people to enter the economy.
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.
Consideration includes transaction costs.
The information contained in this document may contain forward-looking statements, estimates and projections. Forward-looking statements involve all matters that are not historical and may be identified by the words “anticipate”, ”believe”, ”estimate”, ”expect”, ”intend”, ”may”, ”should”, ”will”, ”would” and similar expressions or their negatives, but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements reflect Prosus’s intentions, beliefs or current expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Prosus as of the date of this document, but could prove to be wrong. These statements are subject to change without notice and are based on a number of assumptions and entail known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results.
Any forward-looking statements are made only as of the date of this document and neither Prosus nor any other person gives any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this document or to update or keep current any of the information contained herein, any changes in assumptions or changes in factors affecting these statements and this document is not a representation by Prosus or any other person that they will do so, except to the extent required by law.
Eoin Ryan, Head of Investor Relations
Shamiela Letsoalo, Media Relations Director SA
+27 78 802 6310