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SENS: Publication of the Prosus Pospectus

26 August 2019

SENS: Publication of the Prosus Pospectus NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US6315121003
("Naspers" or "the Company")
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE THE COMPANY TO TAKE ANY
FURTHER ACTION.
 
PUBLICATION OF THE PROSUS PROSPECTUS
 
Shareholders are advised that, in relation to the Company's intention to form a new
global consumer internet group through the listing of its global consumer internet
assets that are held by Myriad International Holdings N.V. (to be renamed Prosus N.V.
with effect from the Settlement Date (as defined)) (Prosus), today, Monday, 26 August
2019, Prosus published:
 
(1) its prospectus and, for the purposes of the JSE Limited, pre-listing statement,
     prepared in connection with the Capital Restructure (as defined) and the admission to listing
     and trading of all the N ordinary shares in the capital of Prosus with a nominal
     value of EUR0.05 each (the Prosus N Ordinary Shares) on Euronext Amsterdam
     (Euronext Amsterdam), a regulated market operated by Euronext Amsterdam
     N.V., and, as a secondary listing, on the Main Board of the Johannesburg
     Stock Exchange (the JSE), a licensed exchange operated by JSE Limited (the
     Prospectus). The Prospectus has been made available on Prosus's website at
     www.prosus.com; and
 
(2) an abridged pre-listing statement for the purposes of the JSE Limited (Abridged
     Pre-listing Statement), which Abridged Pre-listing Statement has been
     extracted, in summarised form, from the full Prospectus and is issued in
     compliance with the JSE Listings Requirements. The Abridged Pre-listing
     Statement has been made available on Prosus's website at www.prosus.com.
 
Application has also been made by Prosus to admit all of the Prosus N Ordinary Shares
to listing and trading on Euronext Amsterdam, under the symbol "PRX", and, as a
secondary listing, on the Main Board of the JSE, under the abbreviated name "Prosus"
and the symbol "PRX" in the "Technology—Internet" sector (the Admissions). The
Prosus N Ordinary Shares' International Security Identification Number (ISIN) is
NL0013654783. Trading on an "as-if-and-when-issued" basis in the Prosus N Ordinary
Shares on Euronext Amsterdam and the JSE is expected to commence at 09:00 (Central
European Summer Time/South African Standard Time) on Wednesday, 11 September
2019, (the First Trading Date). The Admission to each of Euronext Amsterdam and the
JSE is conditional to the other Admission proceeding. Accordingly, if for any reason the
Admission to Euronext Amsterdam does not proceed, the Admission to the JSE will not
proceed (and vice versa). In addition, if the Capital Restructure does not proceed, the
Admissions will not proceed.
 
Unless otherwise indicated, capitalised words and terms contained in this
announcement shall bear the same meanings ascribed thereto in the Prospectus.
 
Overview of the Prosus Group
 
On 3 April 1997, Prosus was incorporated as a private limited liability company (besloten
vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands.
Prosus's statutory seat (statutaire zetel) is in Amsterdam, the Netherlands and its
registered office is at Taurusavenue 105, 2132 LS Hoofddorp, the Netherlands. Prosus
is registered with the Netherlands Chamber of Commerce (Kamer van Koophandel)
under number 34099856 and its Legal Entity Identifier (LEI) is 635400Z5LQ5F9OLVT688.
On 16 May 2019, Prosus was converted to a public limited liability company (naamloze
vennootschap) under the laws of the Netherlands. Prosus operates under the laws of,
and is domiciled in the Netherlands.
 
Prosus, together with its consolidated subsidiaries (the Prosus Group), is a global consumer
internet group operating across a variety of platforms and geographies, and is one
of the largest technology investors in the world. The Prosus Group's businesses and
investments serve more than 1.5 billion people in 89 markets, and are the market
leaders in 77 of those markets. The Prosus Group's consumer internet services span
the core focus segments of Classifieds, Payments and Fintech as well as Food Delivery,
plus other online businesses, including Etail and Travel. The Prosus Group aims to
build leading companies that create value by empowering people and enriching
communities. The Prosus Group has grown by investing in, acquiring and building
leading companies. The Prosus Group typically focuses on large consumer trends where
it tries to identify changes early, invests in and adapts proven business models for the
high-growth markets it is focusing on, and leverages its skills and local knowledge and
position to build, businesses that have scale and benefit from local network effects.
The Prosus Group believes that its platforms offer customers fast, intuitive and
secure environments in which to communicate and conduct transactions. The Prosus
Group focuses on several markets that present above-average growth opportunities
(when compared to mature markets) due to their economic growth, scalability and
fast-growing, mobile internet penetration levels. The Prosus Group's businesses and
investments primarily operate in China, India, Russia, Central and Eastern Europe,
North America, Latin America, Southeast Asia, the Middle East and Africa. The Prosus
Group has developed strong brands in these markets, and believes that those global and
local brands are an important way for each of its businesses to differentiate itself from
its competitors, thereby driving organic traffic through consumer word of mouth.
 
The Prosus Group's businesses and investments are organised around the following
segments: Ecommerce (which comprises its interests in Classifieds, Payments and
Fintech, Food Delivery, Etail, Travel and other Ecommerce (including Ventures)), Social
and Internet Platforms (which comprises its interests in Tencent and Mail.ru Group) and
Corporate (relating to its group-level corporate services and treasury function).
 
 
Ecommerce (Global Consumer Internet Portfolio)
  Payments and         Social and Internet 
Classifieds Fintech Food Delivery   Etail Travel Ventures Platforms
OLX 100% PayU 98.8% iFood 54.8% eMAG 80.1% MakeMyTrip 42.6% Udemy 12.7% Tencent 30.99%
Avito 100% Remitly 21.8% Delivery Hero 22.3%         Brainly 42.7% Mail.ru Group 28.0%
Dubizzle 100%     Swiggy 38.8%         SimilarWeb 24.2%    
Letgo 79.9%                 Codecademy 21.1%    
                    SoloLearn 15.3%    
                    Honor 16.5%    
                    BYJU'S 11.6%    
                    Movile 82.1%    
                    Meesho 12.1%    
 
(1)  This table shows the Prosus Group's effective interest in each of the companies as at the date
       of the Prospectus.
(2)  In April 2019, the Prosus Group announced that, subject to customary closing conditions, including
      obtaining the requisite regulatory approvals, it will exchange its interest in MakeMyTrip for
      an interest in Ctrip. Concurrent with the share exchange, Ctrip will invest certain ordinary
      shares and class B shares of MakeMyTrip in a third-party investment entity. Post the Ctrip
      Transaction, the Prosus Group will own approximately 6% of Ctrip's outstanding ordinary shares,
      and Ctrip and the third-party investment entity will own ordinary shares and class B shares
      of MakeMyTrip, representing approximately 49% and 4% of MakeMyTrip's total voting power,
      respectively. On 20 August 2019, the Competition Commission of India approved the Ctrip
      Transaction. As at the date of the Prospectus, some of the closing conditions to the Ctrip Transaction have not been
      met. The Ctrip Transaction is expected to close in August 2019.
 
For information on the Prosus Group's business, see the "Business" section of the Prospectus.

Prospectus
 
The Prospectus contains information on the Prosus Group and its operations, including:
 
1.   the businesses and investments of the Prosus Group;
 
2.   the financial and operating information of the Prosus Group, including its combined
      income statement, combined statement of financial position, combined statement
      of cash flows and certain other financial data as at the dates and for the periods
      indicated, which combined financial information has been derived from: (i) the
      unaudited but reviewed combined carve-out financial statements of the Prosus Group
      as of 30 June 2019 and for the three-month periods ended 30 June 2019 and 2018
      and the related notes thereto (the Interim Combined Carve-out Financial
      Statements), and (ii) the audited combined carve-out financial statements of the
      Prosus Group as of and for each of the years ended 31 March 2019, 2018 and 2017 and the
      related notes thereto (the Annual Combined Carve-out Financial Statements,
      and together with the Interim Combined Carve-out Financial Statements, the
      Combined Carve-out Financial Statements). For the complete Combined
      Carve-out Financial Statements, together with the independent auditor's reports
      thereon, prospective investors should have regard to the Prospectus;
 
3.   the Board, the Senior Management and Prosus's corporate governance structures,
      which are intended to substantially mirror the governance structures of Naspers;
      and
 
4.   risk factors relating to the Prosus Group and other disclosures and information
      that prospective investors in Prosus N Ordinary Shares should carefully consider
      together with the information contained in the Prospectus in its entirety.
      Prospective investors should, in particular, have regard to the section of the
      Prospectus entitled "Risk Factors" when considering an investment in the Prosus N
      Ordinary Shares.
 
The Prospectus is published in English only. Subject to any applicable securities laws,
copies of the Prospectus, the independent auditor's reports on the Annual Combined
Carve-out Financial Statements and the Interim Combined Carve-out Financial
Statements, respectively, and certain other documents relating to the Admissions
will be available and can be obtained free of charge from Prosus's website
(www.prosus.com) and, during their normal business hours, at the registered office of Prosus
(Taurusavenue 105, 2132 LS Hoofddorp, the Netherlands) and the JSE Sponsor (100
Grayston Drive, Sandton, Johannesburg 2196, South Africa) from the date of the
Prospectus until at least the Settlement Date.
 
NASPERS CAPITALISATION ISSUE ELECTIONS OPEN
 
As set out in the Naspers Circular, shareholders are hereby advised that the period
for making Elections for Naspers N Ordinary Shares (instead of Naspers M Ordinary
Shares and ultimately, Prosus N Ordinary Shares) under the Naspers N Share
Capitalisation Issue is now open and will close at 12:00 (SAST) on Friday, 13 September
2019, in accordance with the timetable included in the Naspers Circular that was posted
to shareholders on 19 July 2019, which is reproduced below. Elections should only be made
after having considered the Prospectus which is available at www.prosus.com.
 
Shareholders holding Naspers N Ordinary Shares in dematerialised form are required
to notify their CSDP or broker if they wish to make an Election in the manner and
time stipulated in the custody agreement governing the relationship between such
shareholders and their CSDP or broker. Shareholders holding their Naspers N Ordinary
Shares in certificated form must complete the new form of Election (green) attached
to the Naspers Circular (Form of Election) in accordance with the instructions
contained therein and lodge it with Link Market Services South Africa Proprietary
Limited (Transfer Secretaries), to be received by no later than 12:00 (SAST) on Friday, 13 September 2019.
 
Naspers N Shareholders are reminded that the Naspers Circular includes
a new Form of Election (green) to be completed by Naspers N Shareholders
that wish to participate in the Naspers N Share Capitalisation Issue
and receive Naspers N Ordinary Shares. The election forms (yellow) that were already
submitted to brokers, central securities depositary participants, the Transfer Secretaries
or the Company in terms of the circular that was originally posted to shareholders on
29 May 2019, are of no force or effect and will be disregarded.
An electronic copy of the Naspers Circular (attaching the new Form of
Election (green)) is available on the Company's website at www.naspers.com
and additional copies of the Naspers Circular can be obtained from
the Company and the Company's Sponsor, Investec Bank Limited, at their respective
addresses provided in the Corporate Information section of the Naspers Circular
during normal business hours until 12:00 (SAST) on Friday, 13 September 2019.
 
Naspers N Shareholders who do not make an Election to participate in the Naspers N
Share Capitalisation Issue in accordance with the terms of the Naspers Circular, will
be issued Naspers M Ordinary Shares in terms of the Naspers M Share Capitalisation
Issue in respect of all (and not some of) the Naspers N Ordinary Shares held by them on
the Record Date. The Naspers M Ordinary Shares will be automatically contributed to
Prosus in return for the issue of Prosus N Ordinary Shares to Naspers N Shareholders.

Salient dates and times
 
The timetable below lists certain expected key dates for the Transaction.
 
Event(1) Date (2019)
Publication of the Prospectus Monday, 26 August
Elections in relation to the Naspers N Share  
Capitalisation Issue open Monday, 26 August
Last day to trade in Naspers N Ordinary Shares in  
order to be able to participate in the Capitalisation  
Issue Tuesday, 10 September
Naspers N Ordinary Shares trade "ex" the  
entitlement to participate in the Capitalisation Issue Wednesday, 11 September
Listing of Prosus N Ordinary Shares on  
Euronext Amsterdam and the JSE at 09:00 Wednesday, 11 September
Announcement to be released on SENS on the cash  
proceeds in respect of fractional entitlements of  
Naspers N Ordinary Shares by 11:00 Thursday, 12 September
Elections in relation to the Naspers N Share  
Capitalisation Issue close at 12:00 Friday, 13 September
Record Date at 17:00 Friday, 13 September
Listing of Naspers N Ordinary Shares  
pursuant to the implementation of the Naspers  
N Share Capitalisation Monday, 16 September
Implementation of the Capitalisation Issue  
(including the issue of Naspers M Ordinary  
Shares and the automatic contribution for the  
issue of the Prosus N Ordinary Shares) and  
the Naspers A Share Capitalisation Issue Monday, 16 September
Settlement of the Capitalisation Issue(2) Monday, 16 September
The Bank of New York Mellon, as depositary, expects  
to receive credit of the Prosus N Ordinary Shares (at  
its custodian banks in the Netherlands) allocated to  
the Company ADS Facility pursuant to the Naspers  
M Share Capitalisation Issue and to deliver the on or about Monday,
Company ADSs to holders of the Naspers ADSs 16 September
A Share Distribution implemented and the Capital  
Restructure Date Tuesday, 17 September
 
(1) These dates and times are subject to change and references to time are to Central European
  Summer Time/South African Standard Time. Any material changes will be announced.
(2) As trading of Prosus N Ordinary Shares will be settled in Euroclear Nederland and the Strate
  System, as the case may be, settlement of the first trades will take place three trading days
  after the first trades are executed in order to accommodate settlement in the Strate System.
  Prosus N Ordinary Shares are expected to list and commence trading on Euronext Amsterdam
  and the JSE on an "as-if-and-when-issued" basis on Wednesday, 11 September 2019 and the
  trades executed on the First Trading Date are expected to settle on Monday, 16 September 2019,
  on both Euronext Amsterdam and the JSE. Following the First Trading Date, settlement of trades
  in Prosus N Ordinary Shares will take place two trading days after a trade is executed through
  the book-entry systems of Euroclear Nederland, in the case of Euronext Amsterdam, and three
  trading days after a trade is executed in the Strate System, in the case of the JSE.
 
DISCLAIMER
 
Under the Capital Restructure, Naspers shareholders whose addresses are shown in the securities register
of Naspers on the Record Date as being in Australia, Bermuda, Canada, Cayman Islands, the European
Economic Area, Japan, Jersey, Panama, the People's Republic of China, South Korea, Switzerland and
the United States (or any other jurisdiction in which Naspers reasonably believes that it is not prohibited
or unduly onerous or impractical for Shares or Naspers Shares to be issued or delivered to Naspers
shareholders) will receive Shares or Naspers Shares, as the case may be, in accordance with terms and
conditions of the Naspers Circular.
 
Naspers N Shareholders must consider the Prospectus and Naspers Circular in full as action is required
from them and they should seek advice from their independent advisers in relation to the implications of
the Transaction and, in particular, the Election. In addition, Naspers N Shareholders are reminded that
the Naspers Circular requires them to take certain actions and provide certain information, including,
for example, details of the Euronext Amsterdam Brokerage Account if such shareholder is a non-resident
of the common monetary area (CMA) for exchange control purposes and intends to participate in the
Naspers M Share Capitalisation Issue and receive Prosus N Ordinary Shares.
 
Prospective investors are expressly advised that an investment in Prosus N Ordinary Shares entails
certain risks and that they should therefore carefully read and review the entire Prospectus. Prospective
investors should not just rely on key information or information summarised within this announcement,
the Prospectus or the Abridged Pre-listing Statement. Prospective investors should, in particular, read
the section of the Prospectus entitled "Risk Factors" when considering an investment in the Prosus N
Ordinary Shares. A prospective investor should not invest in Prosus N Ordinary Shares unless it has the
expertise (either alone or with a financial adviser) to evaluate how the Prosus N Ordinary Shares will
perform under changing conditions, the resulting effects on the value of the Prosus N Ordinary Shares and
the impact this investment will have on the prospective investor's overall investment portfolio. Prospective
investors should also consult their own tax advisers as to the tax consequences of the purchase, ownership
and disposal of the Prosus N Ordinary Shares.
 
The content of this announcement, the Prospectus and the Abridged Pre-listing Statement should not
be construed as business, legal or tax advice. It is not intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Company (or its directors),
the Prosus Group (or its Directors) or any of the Financial Advisers, the Euronext Listing and Paying Agent,
the JSE Sponsor or any of their respective representatives that any recipient of this announcement, the
Prospectus and/or the Abridged Pre-listing Statement should purchase any Prosus N Ordinary Shares.
None of the Company, the Prosus Group or any of the Financial Advisers, the Euronext Listing and Paying
Agent or the JSE Sponsor, or any of their respective representatives, is making any representation to any
prospective investor regarding the legality of an investment in the Prosus N Ordinary Shares by such
prospective investor under the laws and regulations applicable to such prospective investor. Prospective
investors should consult their own professional adviser before making any investment decision with regard
to the Prosus N Ordinary Shares, among other things, to consider such investment decision in light of
his or her personal circumstances and in order to determine whether or not such prospective investor is
eligible to purchase Prosus N Ordinary Shares. In making an investment decision, prospective investors
must rely on their own analysis, enquiry and examination of the Prosus Group and the Prosus N Ordinary
Shares, including the merits and risks involved.
 
The release, publication or distribution of this announcement in jurisdictions other than South Africa
may be restricted by law and therefore persons into whose possession this announcement comes, should
inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply
with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, Naspers disclaims any responsibility or liability for the violation
of such requirements by any person. Notices for prospective investors located in, or resident of, certain
jurisdictions are set out in the Prospectus. The Prosus N Ordinary Shares have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended, (the U.S. Securities Act) or the securities
laws of any state of the United States.
 
This announcement does not constitute an offer or form part of any offer or invitation to purchase,
subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue, any
securities including Shares (whether pursuant to this announcement or otherwise) in any jurisdiction,
including an offer to the public or section of the public in any jurisdiction.
 
This announcement has been prepared for the purposes of complying with the JSE Listings Requirements
and the information disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside
of South Africa, including the Netherlands.
 
This announcement, the Prospectus and the Abridged Pre-listing Statement include forward-looking
statements. These forward-looking statements are subject to a number of risks and uncertainties, many
of which are beyond the Naspers Group's, and the Prosus Group's, control and all of which are based
on the Naspers Group's, and the Prosus Group's, current beliefs and expectations about future events.
Forward-looking statements are sometimes identified by the use of forward-looking terminology such as
"aim", "annualised", "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", "goal",
"hope", "intend", "may", "objective", "plan", "position", "potential", "predict", "project", "risk", "seek",
"should", "target", "will" or "would" or the highlights or the negatives thereof, other variations thereon
or comparable terminology. These forward-looking statements include all matters that are not historical
facts. They appear in a number of places throughout this announcement, the Prospectus and the Abridged
Pre-listing Statement, and include statements that reflect the Company's and/or Prosus's intentions, beliefs
or current expectations and projections about the Prosus Group's future results of operations, financial
condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the
markets in which the Naspers Group and/or the Prosus Group operates. In particular, the statements under
the headings "Summary", "Risk Factors", "Dividends and Dividend Policy", "Business" and "Operating
and Financial Review" in the Prospectus regarding the Prosus Group's strategy, targets, expectations,
objectives, future plans and other future events or prospects are forward-looking statements. These
forward-looking statements and other statements contained in this announcement, the Prospectus and
the Abridged Pre-listing Statement regarding matters that are not historical facts involve predictions.
No assurance can be given that such future results will be achieved; actual events or results may differ
materially as a result of risks and uncertainties facing the Naspers Group and/or the Prosus Group.
Such risks and uncertainties could cause actual results to vary materially from the future results
indicated, expressed or implied in such forward-looking statements. Forward-looking statements in this
announcement, the Prospectus and the Abridged Pre-listing Statement speak only as of the date of this
announcement, the Prospectus and the Abridged Pre-listing Statement. Except as required by applicable
laws and regulations, the Naspers Group expressly disclaims any obligation or undertaking to update
or revise the forward-looking statements contained in this announcement to reflect any change in its
expectations or any change in events, conditions or circumstances on which such statements are based.
 
Each Financial Adviser, the Euronext Listing and Paying Agent and the JSE Sponsor is acting exclusively
for Naspers and/or Prosus and no one else in connection with the Transaction. None of them will regard
any other person (whether or not a recipient of this announcement, the Prospectus and/or the Abridged
Pre-listing Statement) as their respective client in relation to the Transaction and will not be responsible
to anyone other than the Company and/or Prosus for providing the protections afforded to their respective
clients or for giving advice in relation to, respectively, the Transaction or any transaction or arrangement
referred to herein.
 
Cape Town
26 August 2019
 
Sponsor
Investec Specialist Bank
 
South African Legal Adviser (Lead)         
Webber Wentzel      
in alliance with Linklaters          
 
Dutch and US Legal Adviser      
Allen & Overy LLP     
 
 
Joint Financial Advisers    
Goldman Sachs
J.P. Morgan
Morgan Stanley  
 
Naspers ADS Depositary
The Bank Of New York Mellon 
 
South African Legal Adviser
Glyn Marais Inc.
 
Dutch and US Legal Adviser to Joint Financial Advisers    
Linklaters
Banca IMI S.p.A.
Bank of America Merrill Lynch
 
Other Financial Advisers
Barclays Bank PLC
BNP Paribas
Citibank
Deutsche Bank AG, London Branch
ICBC Standard Bank plc
ING Bank N.V.
 
You can call our shareholder helpline, +27 87 015 0273, if you have questions, during normal business hours,
Monday to Friday (except for South African public holidays)
 
WWW.NASPERS.COM
 

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