Aim of the voting control structure
The aim of the Naspers voting control structure is to ensure the continued independence of the group. When entering foreign countries in the broad media or communications spheres, and when dealing with regulators, it is critical that we give an assurance of our continuity of identity: in other words, that we will not, after we have entered a territory or secured a licence, be taken over by unknown entities with whom the country or regulator may be uncomfortable. We believe that this assurance of independence and continuity is critical for our entry into, and operation in, many markets.
Differentiated voting rights and control structures are commonly used in the media and internet sectors to secure independence and deter raids and efforts to seize control. Many international media and technology companies have differentiated rights or control structures. Some more well-known examples include: Schibsted and Tele2 in Norway, Altice in the Netherlands, MTG in Sweden, Daily Mail and General Trust in the United Kingdom, JD.Com and Alibaba in China, and Alphabet (Google), Facebook, LinkedIn, 21st
Century Fox, News Corporation, Discovery, Liberty Global, Snap Inc, Zillow and Zynga in the United States.
In recent times many internet and tech companies in particular have implemented similar structures.
The issued share capital of Naspers comprises two classes of shares:
- N class ordinary shares, that have one vote per share and are listed on the JSE Limited’s stock exchange (JSE). As at 31 March 2020 there are 435 511 058 N ordinary shares in issue
- Unlisted A class ordinary shares, that have 1 000 votes per share, but have relatively insignificant economic participation. (The dividends declared to A ordinary shareholders are equal to one-fifth of the dividends per share to which N ordinary shareholders are entitled.) As at 31 March 2020 there are 961 193 A shares in issue.
A majority of A class ordinary shares is held by two companies that together comprise the control structure of Naspers. The effective voting interests of these two companies are shown in this diagram:
Keeromstraat 30 Beleggings (RF) Beperk (“Keerom
”) and Naspers Beleggings (RF) Beperk (“Nasbel
”) hold such A class ordinary shares that together they control more than 50% (currently 55%) of the voting rights in Naspers. These two companies exercise such rights in consultation with one another. No other entities are part of the control structure.
Keerom has 2 823 shareholders and its constitutional documents provide that no shareholder is entitled to exercise more than 50 votes regardless of shareholding.
Nasbel has 2 593 shareholders, one of which is Heemstede Beleggings Proprietary Limited (“Heemstede
”) (which is a subsidiary of Naspers) that holds 49% of the shares in Nasbel.
The board of directors of Keerom and the board of directors of Nasbel operate independently.
BOB VAN DIJK AND DAVID TUDOR EXPLAIN MORE ABOUT THE CONTROL STRUCTURE
The voting control structure has been in place since the original listing of the Naspers group on the Johannesburg Stock Exchange. It was approved by the Naspers shareholders and the JSE, and is entrenched in the Naspers Memorandum of Incorporation.