Business Wire

Media Statement: Prosus N.V. Summarised FAQs Regarding Its Voluntary Share Exchange Offer to Naspers Shareholders

Share

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

PLEASE SEE THE IMPORTANT DISCLAIMERS AT THE END OF THIS ANNOUNCEMENT.

Naspers Limited ("Naspers") (JSE: NPN; LSE: NPSN) shareholders are reminded that on 12 May 2021 in a joint announcement, Prosus N.V. (Prosus) (Euronext Amsterdam: PRX; JSE: PRX) and Naspers, advised that Prosus intended to make a voluntary share exchange offer to Naspers N ordinary shareholders to acquire 45.4% of their Naspers N ordinary shares.

Since the announcement, there have been some frequently asked questions, which have been addressed by Prosus in a media statement released today, which can be found on www.share-exchange-offer.com

JSE sponsor to Prosus and Naspers
Investec Bank Limited
Dutch Legal Adviser to Prosus and Naspers
Allen & Overy LLP
South African Legal Adviser to Prosus and Naspers
Webber Wentzel
US Legal Adviser to Prosus and Naspers
Cravath, Swaine & Moore LLP
Joint Financial Advisers to Prosus
Goldman Sachs Bank Europe SE
Morgan Stanley & Co. International plc

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 a 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 ecommerce 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.

Disclaimers

This press release contains information within the meaning of Article 7(1) of the European Market Abuse Regulation (596/2014).

Shareholders should note that the Prosus Board reserves the right, in its discretion, to decide not to proceed with the Proposed Transaction and, as such, the Proposed Transaction may or may not proceed.

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 any jurisdiction in which to do so would be prohibited by applicable law.

There will be no public offer of any securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and will not be offered or sold, directly or indirectly, in or into the United States or to, or for the benefit or account of, any U.S. persons as defined in Regulation S under the Securities Act except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The information contained in this announcement does not constitute or form a part of any offer to the public for the sale of, or subscription for, or an invitation, advertisement or the solicitation of an offer to purchase 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” or an advertisement relating to an offer to the public, 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.

The information contained in this announcement constitutes factual information as contemplated in Section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Prosus Ordinary Shares N and/or Naspers N Ordinary Shares or in relation to the business or future investments of Prosus and/or Naspers, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing contained in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Prosus is not a financial services provider licensed as such under the FAIS Act.

In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”) no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Regulation (“Qualified Investors”). For these purposes, the expression “Prospectus Regulation” means Regulation 2017/1129/EU (and amendments thereto) and includes any relevant implementing measure in the Relevant Member State.

This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

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 (as defined under Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) 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”); (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.

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, Prosus disclaims any responsibility or liability for the violation of such requirements by any person.

It is the responsibility of each Naspers N shareholder (including, without limitation, nominees, agents and trustees for such persons) wishing to receive this announcement and/or participate in the Proposed Transaction, or a component thereof, to satisfy themselves as to the full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requirements or formalities and paying any issue, transfer or other taxes due in such territories. Further information pertaining to the Proposed Transaction will be provided in due course pursuant to the documentation to be released by Prosus in relation to the Proposed Transaction (the "Transaction Documentation").

Investors are advised to read the Transaction Documentation, which will contain the terms and conditions of the Proposed Transaction, with care and in full. Any decision to approve the resolutions required to implement the Proposed Transaction or analysis of and/or election in respect of the Proposed Transaction and/or other matters dealt with in the Transaction Documentation should be made only on the basis of such information.

Application will be made for all of the Prosus Ordinary Shares N proposed to be issued pursuant to the Proposed Transaction to be admitted to listing and trading on the AEX and on the Main Board of the JSE and A2X Markets. The Transaction Documentation to be issued by Prosus in respect of, among other things, the Proposed Transaction will be made available in due course, subject to applicable securities laws, on www.prosus.com. Investors should have regard to the Transaction Documentation before deciding to elect to participate in the Proposed Transaction.

Any financial adviser of Prosus is acting exclusively for Prosus and no one else in connection with the Proposed Transaction. No financial adviser will regard any other person as its client in relation to the Proposed Transaction and will not be responsible to anyone other than Prosus for providing the protections afforded to its client nor for giving advice in relation to the Proposed Transaction or any other transaction or arrangement referred to in this announcement.

No representation or warranty, express or implied, is made or given, and no responsibility is accepted, by or on behalf of any financial adviser or any of its affiliates or any of its respective directors, officers or employees or any other person, as to the accuracy, completeness, fairness or verification of the information or opinions contained this announcement and nothing contained in this announcement is, or shall be relied upon as, a promise or representation by any financial adviser or any of their respective affiliates as to the past or future. Accordingly, any financial advisers and its affiliates and respective directors, officers and employees disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.

Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax, legal, accounting, or other professional advice.

Forward-looking statements

This announcement contains statements about Prosus and/or Naspers that are, or may be, forward-looking statements. All statements (other than statements of historical fact) are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the industries in which Prosus and/or Naspers operates or invests as well as markets generally; production; cash costs and other operating results; growth prospects and outlook for operations and/or investments, individually or in the aggregate; liquidity, capital resources and expenditure, statements in relation to the approval by shareholders or implementation of the Proposed Transaction and/or the benefits of the Proposed Transaction. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may", "estimated", "potential" or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, implementation of the Proposed Transaction and/or the benefits of the Proposed Transaction, anticipated levels of growth, estimates of capital expenditures, acquisition and investment strategy, expansion prospects or future capital expenditure levels and other economic factors, such as, among others, growth and interest rates.

By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Prosus cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, returns and the developments within the industries and markets in which Prosus and/or Naspers operates and/or invests may differ materially from those made in, or suggested by, the forward-looking statements contained in this announcement. All these forward-looking statements are based on estimates, predictions and assumptions, as regards Prosus or Naspers, all of which estimates, predictions and assumptions, although Prosus believes them to be reasonable, are inherently uncertain and may not eventuate or eventuate in the manner Prosus expects. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include matters not yet known to Prosus or not currently considered material by Prosus.

Investors should keep in mind that any forward-looking statement made in this announcement or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Prosus or Naspers not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results, performance, or achievement to differ materially from those contained in any forward-looking statement is not known. Prosus has no duty to, and does not intend to, update, or revise the forward-looking statements contained in this announcement or any other information herein, except as may be required by law. Any forward-looking statement has not been reviewed nor reported on by Prosus's external auditor or any other expert.

To view this piece of content from cts.businesswire.com, please give your consent at the top of this page.

Contact information

Sarah Ryan, International Media Relations
Tel: + 31 6 29721038

Shamiela Letsoalo, South Africa Media Relations
Tel: + 27 78 802 6310

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

About Business Wire

Business Wire
Business Wire



Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

Quest Appoints Brian Brugman as Director of Research14.6.2021 14:00:00 CEST | Press release

Quest Partners LLC (“Quest”), a quantitative investment firm managing nearly $1.8 billion of assets on behalf of some of the world’s largest institutions, today announced that Brian Brugman joined the firm as Director of Research. In the role, Mr. Brugman will spearhead Quest’s research and investment strategy development alongside Quest’s Founder and Chief Investment Officer, Nigol Koulajian. He will also join Quest’s management committee. “Brian’s breadth of experience in designing quantitative strategies with considerations around convexity risk bodes well with Quest’s differentiated approach to systematic macro trading,” said Mr. Koulajian. “He is joining as we are nearing the completion of a multi-year process to build out a state-of-the-art investment infrastructure to dramatically increase the efficiency and scalability of our research process. Brian will play a critical role in leveraging that technology and our research team to pursue highly valuable, negatively correlated ret

Hisense's European Sales Revenue Surges to 113%, Successfully Strengthen European Competitive Position and Profitability14.6.2021 13:00:00 CEST | Press release

Hisense, the official sponsor of UEFA EURO 2020, celebrates the official kick-off of EURO 2020 in Italy. Football, as one of the top events in Europe, creates a chance for Hisense to build emotional connections with European consumers. Ever since the sponsorship of UEFA EURO 2016, through supporting sport event and technology innovation, Hisense gains many recognitions and praises from European consumers; its brand awareness increased by 6%. In 2021, Hisense’s sales revenue in the European market grew by 113% year-on-year, with more than 355% and 185% growth in key markets such as Poland and France. Hisense is dedicated to developing and producing cutting-edge technology, adopting localization strategy to ensure different markets' consumer needs and product experience. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210614005257/en/ Fans can find Hisense Logo on EURO 2020 Festival Tower (Photo: Business Wire) Localization man

Moody’s Highlights Its Commitment to Sustainability Leadership14.6.2021 13:00:00 CEST | Press release

Today Moody’s Corporation (NYSE:MCO) released its inaugural Stakeholder Sustainability and Diversity, Equity and Inclusion (DE&I) reports, which highlight its ongoing commitment to sustainability leadership by placing sustainability considerations at the core of its global business and operations. The 2020 Stakeholder Sustainability Report details Moody’s focus on sustainability and its progress toward incorporating environmental, social and governance (ESG) considerations across its products and corporate operations. Moody’s DE&I Report details new goals established to enhance diverse representation across its global workforce and highlights programs and partnerships created to advance DE&I in its workplace, communities and the wider business community. “Sustainability is an integral part of who we are and how we operate at Moody’s,” said Robert Fauber, President and Chief Executive Officer. “Our Stakeholder Sustainability and DE&I reports detail the many ways in which we are committe

Velodyne Lidar Introduces Next-Generation Velabit™ Sensor14.6.2021 12:48:00 CEST | Press release

Velodyne Lidar, Inc. (Nasdaq: VLDR, VLDRW) today introduced the next generation of its Velabit™ sensor, which addresses the cost, safety, and design challenges of autonomous solutions while delivering state-of-the-art performance. Equipped with Velodyne's breakthrough proprietary micro-lidar array architecture (MLA), the Velabit delivers on what Velodyne customers asked for - an ultra-wide field of view (FoV) and higher resolution. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210614005080/en/ Velodyne Lidar introduced the next generation of its Velabit™ sensor, which addresses the cost, safety, and design challenges of autonomous solutions while delivering state-of-the-art performance. (Photo: Velodyne Lidar) The solid-state Velabit sensor now has a simultaneously achievable maximum horizontal FoV of 90° and maximum vertical FOV of 70°, approximately three times more points per second than the previous model. The next gene

Thales and Google Expand Partnership to Support Enhanced Privacy and Confidentiality Capabilities for Google Workspace14.6.2021 12:00:00 CEST | Press release

Thales today announced that its CipherTrust Manager and SafeNet Trusted Access have been integrated with Google Workspace Client-side encryption (beta coming soon), a new privacy and confidentiality offering for Google Workspace users. Providing enhanced key management capabilities and identity protection, customers can benefit from improved regulatory compliance and data ownership by allowing them to maintain ownership of keys used to encrypt Google Workspace documents. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210614005060/en/ © Thales With many countries developing strict data security regulations, such as GDPR and Schrems II in Europe, CCPA in NORAM and NDB in APAC, the regulatory landscape is becoming increasingly complex for organisations to navigate. What’s more, with three-quarters (74%) of global organisations planning to keep part of their workforce remote after the pandemic, there is an increasing need for a

Celltrion announces positive top-line results from global Phase III trial of regdanvimab (CT-P59), an anti-COVID-19 monoclonal antibody treatment14.6.2021 10:15:00 CEST | Press release

Celltrion Group today announced top-line efficacy and safety data from the global Phase III clinical trial, demonstrating that anti-COVID-19 monoclonal antibody treatment candidate, regdanvimab (CT-P59), met all primary and key secondary endpoints in patients with mild- to- moderate symptoms of COVID-19 (n=1,315). Results showed that CT-P59 significantly reduced the risk of hospitalisation or death by 72% for patients at high- risk of progressing to severe COVID-19 up to Day 28, compared to placebo, meeting the primary efficacy endpoint [3.1 vs. 11.1 %, p-value< 0.0001]. CT-P59 also significantly reduced the risk of hospitalisation or death by 70% in all patients, meeting the first key secondary endpoint [2.4 vs. 8.0 %, p-value< 0.0001]. The trial also met the other key secondary endpoints, including faster and persistent reduction in symptom duration. Patients treated with CT-P59 (40mg/kg) recovered at least 4.7 days earlier than those in the placebo-treated patients [median 9.3 vs. m

Immersive Labs Raises $75m to Accelerate Data Platform for Analyzing and Unlocking Cyber Skills Across Large Organizations14.6.2021 10:00:00 CEST | Press release

Immersive Labs, the company empowering organizations to measure and improve cybersecurity skills across technical and non-technical teams, today announced it has closed $75m in Series C funding led by new investors Insight Partners alongside Menlo Ventures, Citi Ventures and existing investor Goldman Sachs Asset Management. The investment will accelerate delivery of a progressive new Cyber Workforce Optimization platform. With cyber risk no longer confined to technical specialists, expert skills are now required across the entire organization. From crisis management with executives to secure software development amongst engineers and ensuring compliance in legal teams, the platform will use data insights to understand where skills are required and inject role-specific training. It will also enable board-level metrics and benchmarking. Immersive Labs, which has now received $123m in venture funding, currently counts organizations such as HSBC, Vodafone and the NHS as customers. Growing

In our pressroom you can read all our latest releases, find our press contacts, images, documents and other relevant information about us.

Visit our pressroom