NPN : Cash value of fractional entitlements to Naspers ‘N’ ordinary shares pursuant to the capitalisation issue:
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
(‘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 AND REGULATIONS OF SUCH JURISDICTION OR REQUIRE THE
COMPANY OR PROSUS TO TAKE ANY FURTHER ACTION.
CASH VALUE OF FRACTIONAL ENTITLEMENTS TO NASPERS ‘N’ ORDINARY SHARES
PURSUANT TO THE NASPERS N SHARE CAPITALISATION ISSUE
Shareholders are referred to the circular issued by the Company on Friday, 19 July 2019 in relation
to, amongst other things, the Capitalisation Issue (Circular). Unless otherwise indicated, capitalised
words and terms contained in this announcement shall bear the same meanings ascribed thereto in
As set out in the Circular, only whole numbers of Naspers N Ordinary Shares and Naspers M Ordinary
Shares will be issued in terms of the Capitalisation Issue and where fractional entitlements to Naspers N
Ordinary Shares arise in terms of the Capitalisation Issue, such fractions will be rounded down to the nearest
whole number with any remaining fractional entitlements being sold on behalf of such Naspers N
Shareholders with the proceeds payable in cash. The cash amount for such fractional entitlements will be
determined in accordance with the JSE Listings Requirements and paid to the relevant Naspers N Shareholder
in its brokerage account or to a nominee account to be held on behalf and for the benefit of the relevant
Naspers N Shareholder as envisaged in the Circular and in accordance with the JSE Listings Requirements.
In accordance with the JSE Listings Requirements, this amount has been determined with reference
to the volume weighted average price in Rand of a Naspers N Ordinary Share traded on the
Johannesburg Stock Exchange on Wednesday, 11 September 2019, ZAR 2,426.10 (being the first
day on which Naspers N Ordinary Shares trade ex the entitlement to participate in the Capitalisation
Issue), reduced by 10% (‘Cash Proceeds’). On this basis, Shareholders are advised that the Cash
Proceeds due to Shareholders in respect of any fractional entitlements is ZAR 2,183.49
(ZAR 2,426.10 x 0.9) per Naspers N Ordinary Share.
12 September 2019
JSE Sponsor to Naspers
Investec Bank Limited
South African Legal Adviser (Lead) South African Legal Adviser
Webber Wentzel Glyn Marais Inc.
Dutch and US Legal Adviser Dutch and US Legal Adviser to Joint
Allen 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.
Date: 12/09/2019 10:31:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.