07
April
2021
|
11:11
Europe/Amsterdam

Accelerated offering of Tencent shares by Prosus N.V. and cautionary announcement

Accelerated offering of Tencent shares by Prosus N.V. and cautionary announcement

Prosus N.V. (Prosus), which is majority owned by Naspers, today announced its intention to sell, through its subsidiary MIH TC Holdings Limited, up to 191 890 000 shares in Tencent Holdings Limited (Tencent), equal to 2% of Tencent’s total issued share capital, which would reduce its stake in Tencent from 30,9% to 28,9% (the Transaction). Prosus intends to use the proceeds of the sale to increase its financial flexibility to invest in growth, plus for general corporate purposes.

Prosus has committed not to sell any further Tencent shares for at least the next three years, in line with its long-term belief in the potential of the business.

Shareholders of Naspers are advised that the Transaction, if successfully implemented by Prosus, 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’s securities. Accordingly, Naspers shareholders are advised to exercise caution when dealing in Naspers’s securities until a further announcement is made.

April 7, 2021

For more information contact:

Investor Enquiries

Eoin Ryan, Head of Investor Relations +1 347-210-4305

Media Enquiries

Shamiela Letsoalo, Media Relations Director SA +27 78 802 6310

Disclaimer:

This announcement is for information purposes only. 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, Canada, Japan or any other jurisdiction in which offers or solicitations to purchase or subscribe for securities would be prohibited by applicable law.

The securities mentioned in this announcement have not been, and will not be, registered under the U.S. 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 in this announcement 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 the European Economic Area (the "EEA"), this announcement is only addressed to and directed at persons in member states of the EEA who are "qualified investors" ("Qualified Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "EU Prospectus Regulation"). In the United Kingdom, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation, which forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018, who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the 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) are other persons to whom it may otherwise lawfully be communicated (all such persons being "Relevant Persons"). This announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors. Persons who are not Qualified Persons or Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.

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About Naspers:

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 its primary 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 e-commerce 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.

Naspers Foundry:

Naspers Foundry is an early-stage business funding initiative focused on technology entrepreneurs in South Africa. Over the past year, Naspers Foundry invested R30 million in SweepSouth, an online home and business cleaning services platform that connects clients with trusted, reliable cleaners. Visit www.sweepsouth.com for more information. 

After year-end, in May 2020, Naspers Foundry invested a further R100 million in Aerobotics, an agritech company that provides tree crop health and yield intelligence data to the agricultural industry using drone and satellite-enabled AI technology. Visit www.aerobotics.com for more information. 

In September this year, Naspers Foundry closed a transaction in Food Supply Network on undisclosed terms. The independent B2B marketplace integrates ordering systems of manufacturers, distributors, and buyers (restaurants, hotels and retailers) of food products. Visit https://foodsupply.co.za/za/ for more information.

Naspers Labs:

Naspers Labs is the group’s flagship social impact programme designed to transform and launch South Africa’s unemployed youth into economic activity. Currently, in its pilot phase, Naspers has invested R69 million in Naspers Labs and has set up four labs.

To date, 2,030 young people have completed the Naspers Labs programme and 956 employment placements have been made. As a result of Covid-19, Naspers Labs is expanding their offering to train youth in Cyber Security, Software Development and Cloud Computing, through remote learning.

Visit www.nasperslabs.org for more information.