Share Repurchase ProgrammeSource: RNS
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
("Prosus" or "the Company")
SHARE REPURCHASE PROGRAMME
Prosus will commence an on-market share repurchase programme of Prosus's ordinary shares N (the "Ordinary Shares") for a total consideration of up to US$5bn from its free-float shareholders (the "Programme") in support of delivering the overall benefits of the Prosus voluntary share exchange offer to Naspers Limited N ordinary shareholders completed on 16 August 2021.
Prosus has appointed an intermediary to execute the Programme within parameters set by it, allowing the execution of the Programme during open and closed periods. During closed periods, the intermediary will make its trading decisions independently from, and uninfluenced by, Prosus.
The Programme will commence on 23 August 2021 and end on 19 August 2022, or sooner if the maximum consideration under the Programme is reached before then. The total consideration includes costs and related taxes. Prosus intends to cancel the Ordinary Shares repurchased by it under the Programme in due course, so as to reduce its issued share capital.
The Programme will be implemented in accordance with, and subject to, applicable law and regulations, as well as the authority granted by Prosus's shareholders on 9 July 2021, as renewed from time to time, including as to the maximum number of shares that can be repurchased under the Programme.
Prosus will provide weekly updates on the Programme in accordance with the Market Abuse Regulation (as defined below) by means of press releases and announcements on the JSE's Stock Exchange News Service (SENS), and, together with details on a daily basis, on the Prosus website (www.prosus.com).
23 August 2021
JSE sponsor to Prosus: Investec Bank Limited
Eoin Ryan, Head of Investor Relations
Sarah Ryan, International Media Relations
+ 31 6 29721038
Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing globally in markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich communities.
The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education technology sectors in markets including India, Russia and Brazil. Through its ventures team, Prosus invests in areas including health, logistics, blockchain, and social commerce. Prosus actively seeks new opportunities to partner with exceptional entrepreneurs who are using technology to improve people's everyday lives.
Every day, millions of people use the products and services of companies that Prosus has invested in, acquired or built, including Avito, Brainly, BYJU'S, Bykea, Codecademy, DappRadar, DeHaat, dott, ElasticRun, eMAG, Eruditus, Honor, iFood, Klar, LazyPay, letgo, Meesho, Movile, OLX, PayU, Quick Ride, Red Dot Payment, Remitly, Republic, SimilarWeb, Shipper, Skillsoft, SoloLearn, Swiggy, and Udemy.
Hundreds of millions of people have made the platforms of Prosus's associates a part of their daily lives. For listed companies where we have an interest, please see: Tencent (www.tencent.com), Mail.ru (www.corp.mail.ru), Trip.com Group Limited (www.trip.com), and DeliveryHero (www.deliveryhero.com).
Today, Prosus companies and associates help improve the lives of around a fifth of the world's population.
Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority owned by Naspers. For more information, please visit www.prosus.com.
The Programme is being conducted in accordance with Articles 5(1) and 5(3) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse ("Market Abuse Regulation") and Articles 2 to 4 of Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures (the "Delegated Regulation"). This document is issued in connection with the disclosure and reporting obligation set out in Article 2(1) of the Delegated Regulation.
This document contains information that qualifies as inside information within the meaning of Article 7(1) of the Market Abuse Regulation.
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.
The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-looking statements involve all matters that are not historical and may be identified by the words "anticipate", "believe", "estimate", "expect", "intend", "may", "should", "will", "would" and similar expressions or their negatives, but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements reflect Prosus's intentions, beliefs or current expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Prosus as of the date of this announcement, but could prove to be wrong. These statements are subject to change without notice and are based on a number of assumptions and entail known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results.
Any forward-looking statements are made only as of the date of this announcement and neither Prosus nor any other person gives any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this announcement or to update or keep current any of the information contained herein, any changes in assumptions or changes in factors affecting these statements and this announcement is not a representation by Prosus or any other person that they will do so, except to the extent required by law.