Accelerated offering of Tencent shares and cautionary announcement

Naspers announces its intention to sell up to 190 million Tencent Holdings Limited (Tencent) shares, equal to approximately 2% of Tencent’s total issued share capital, which would reduce its stake in Tencent from 33,2% to 31,2 (the Transaction). The funds will be used to reinforce Naspers’ balance sheet and will be invested over time to accelerate the growth of Naspers’ classifieds, online food delivery and fintech businesses globally, and to pursue other exciting growth opportunities when they arise.
 
Naspers also announces that it will not sell further Tencent shares for at least the next three years, in line with its long-term belief in Tencent’s business.

Shareholders of Naspers are advised that the Transaction, if successfully implemented, is likely to constitute a category 2 transaction in terms of the Listing Requirements of the Johannesburg Stock Exchange and may have a material effect on the price of Naspers’ securities.  Accordingly, Naspers shareholders are advised to exercise caution when dealing in Naspers’ securities until a further announcement is made.
 
For more information contact:
Meloy Horn, Head of Investor Relations, Naspers
Tel: +27 11 289 3320 | +27 11 289 4446
Mobile: +27 82 772 7123
Email: [email protected]aspers.com

Disclaimer:
This announcement is for information purposes only and is not an offer to sell or the solicitation of an offer to buy securities and neither this document nor anything herein nor any copy thereof may be taken into or distributed, directly or indirectly, in or into Canada, Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law.
 
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in any jurisdiction, including the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. There is no intention to make a public offering of the securities mentioned herein in the United States.
 
This announcement does not constitute or form a part of an offer to the public for the sale of, or subscription for, or an invitation, advertisement or the solicitation of an offer to buy and/or subscribe for, securities as defined in and/or contemplated by the South African Companies Act, No. 71 of 2008 ("South African Companies Act"). Accordingly, this announcement does not, nor does it intend to, constitute a “registered prospectus”, as contemplated by the South African Companies Act and no prospectus has been or will be filed with the South African Companies and Intellectual Property Commission in respect of this announcement.
 
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 being distributed to, and 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 falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated (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.