back to news overview

Placement of Novus Shares

Placement of Novus Shares Naspers Limited
(Incorporated in the Republic of South Africa)
Registration number: 1925/001431/06
Share code: NPN
ISIN: ZAE000015889
(“Naspers” or “Company”)


NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE NASPERS TO TAKE ANY ACTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
 
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SHARES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF SUCH SHARES IN THE UNITED STATES.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
 
  1. Introduction 
Naspers “N” and “A” shareholders (“Naspers Shareholders”) are referred to the announcement released on SENS on 5 September 2017 (“Detailed Announcement”) in terms of which Naspers Shareholders were advised that the Company will unbundle 151,786,287 Novus Holdings Limited (“Novus”) shares (“Unbundled Novus Shares”) to Naspers Shareholders (“Unbundling”).
 
Under the terms of the Detailed Announcement, eligible Naspers Shareholders (which term excludes certain foreign shareholders affected by the laws of their relevant jurisdiction) were entitled to receive the Unbundled Novus Shares in the intended ratio of 0.34588 Novus shares and 0.06918 Novus shares for every one Naspers N share and every one Naspers A share respectively held at the close of business on the Unbundling record date on 22 September 2017.
 
A number of such foreign shareholders elected to follow procedures that allowed them to receive Unbundled Novus Shares, notwithstanding the exclusion referred to above. On 22 September 2017, Link Market Services South Africa Proprietary Limited, notified Naspers that a number of foreign Shareholders (the “Sellers”) had indicated their inability to receive Unbundled Novus Shares.
 
In accordance with the terms of the Detailed Announcement, such Novus shares will be disposed of for cash with the proceeds (determined on the basis set out in the Detailed Announcement) paid to the relevant Naspers shareholders. Due to the number of such Unbundled Novus Shares required to be sold, Naspers has decided to proceed with the sale by way of an accelerated bookbuild placing (the “Placing”).
 
  1. The Placing
In terms of the Placing, up to 35,141,309 Unbundled Novus Shares (“Placing Shares”) will become available for sale to qualifying institutional investors through the Placing.
 
The books of the Placing will open with immediate effect. The timing of closing of the books will be at the absolute discretion of the Manager (as defined below). Pricing and allocations of the Placing will be determined as soon as practicable following the closing of the book. The sale is subject to demand, price and market conditions. The Placing process will be subject to normal share trading practices, the relevant rules, regulations and procedures of the JSE Limited, the applicable law and the settlement authority of Strate Proprietary Limited.
 
The Investec Bank Limited is acting as sole global coordinator, bookrunner and transaction sponsor (the “Manager”) in relation to the Placing.
 
The Sellers are conducting the Placing on an undocumented basis – no prospectus, offering circular, pre-listing statement or other offering document has been or will be published in connection with the Placing. Potential investors in the Placing should take into account all publicly available information in relation to Novus before making an investment decision.
 
Investec Bank Limited contact details:
Carlyle Whittaker
[email protected]
Tel: (011) 286 9994
 
Cape Town
26 September 2017
 
Sole global coordinator, bookrunner and sponsor
Investec Bank Limited
 
Legal advisors
Glyn Marais Inc.

Disclaimer
This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful or require Naspers to take any action. This announcement is for information purposes only, does not purport to be full or complete, is subject to change and shall not constitute or form part of an offer, solicitation or advertisement of an offer to purchase or subscribe for securities in the United States or any other jurisdiction. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
 
The Placing Shares have not been, and will not be, registered under the Securities Act, and may not be offered or sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Shares in the United States.
 
The announcement may contain forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995. Words such as “believe”, “anticipate”, “intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavour” and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. While these forward-looking statements represent our judgements and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These include factors that could adversely affect our businesses and financial performance. We are not under any obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, as a result of new information, future events or otherwise. Investors are cautioned not to place undue reliance on any forward-looking statements in this announcement.
 
Neither this announcement nor the Detailed Announcement constitutes, or is intended to constitute, an offer to the public in South Africa in terms of the South African Companies Act 71 of 2008, as amended ("Companies Act"), and this announcement will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the Companies Act. In South Africa, the offer pursuant to the Capital Raising will only be made to selected persons in South Africa who fall within one of the specified categories listed in section96(1)(a) of the Companies Act. These materials do not constitute a prospectus registered and/or issued in terms of the Companies Act.
 
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
 
In the United Kingdom this announcement is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities, or other persons to whom it may otherwise be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
 
This announcement has been issued by, and is the sole responsibility, of Naspers. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available, or publicly available, to any interested party or its advisers, and any liability therefore is expressly disclaimed.
 
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Placing Shares. No representation or warranty is made by Naspers or Investec in connection with the Placing Shares or Naspers, and any investment decision to apply for Placing Shares must be made solely on the basis of publicly available information, which information has not been independently verified. 

Share this story