Posting of circular and notice of general meeting

Source: RNS
RNS Number : 1281G
Naspers Limited
19 July 2019
 

NASPERS LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1925/001431/06)

JSE share code: NPN ISIN: ZAE000015889

LSE code: NPSN ISIN: US6315121003

(Naspers or the Company)

 

Posting of circular and notice of general meeting

 

Naspers N Shareholders and A Shareholders (Shareholders) are referred to the

announcements made by the Company on:

 

(i)  

25 March 2019 in relation to the Company's intention to form a new global consumer internet group, comprising the Naspers group's international internet assets (Proposed Transaction). These assets will be held by Myriad International Holdings N.V. (previously referred to as NewCo and to be renamed Prosus N.V.), an existing subsidiary of Naspers incorporated in accordance with Dutch laws (Prosus). The Prosus N Ordinary Shares are proposed to be admitted to listing and trading on Euronext Amsterdam and, as a secondary, inward listing on the Main Board of the JSE



(ii) 

29 May 2019 in relation to the posting of a circular (Original Circular) and notice of a general meeting of Shareholders pertaining to the Proposed Transaction, and



(iii)

21 June 2019 pertaining to the withdrawal of the notice convening such general meeting of Shareholders and the cancellation of the general meeting as a result of an administrative error.

 

Shareholders are hereby advised that a revised circular (Circular), containing the

new timetable for the Proposed Transaction has been posted to Shareholders today,

Friday 19 July 2019. The Circular includes a notice convening a new general meeting

of Shareholders (General Meeting) to be held on Friday 23 August 2019, immediately

following the annual general meeting of the Company to be held at 11:15 on Friday

23 August 2019 at the Daisy Room, second floor, Cape Town International Convention

Centre 2, corner of Heerengracht and Rua Bartholomeu Dias, Foreshore, Cape Town,

South Africa at which Shareholders will be requested to consider, and if deemed fit,

pass the Resolution required to be adopted to implement the Proposed Transaction.

 

The Circular includes a new Form of Proxy and a new Form of Election to be completed

by Shareholders. Shareholders should note that all Forms of Proxy and Forms of Election

completed in terms of the Original Circular are of no force or effect.

 

An electronic copy of the Circular is available on the Company's website at

www.naspers.com and additional copies of the Circular can be obtained from the

Company and the Sponsor at their respective addresses provided in the Corporate

Information section of the Circular during normal business hours from today,

19 July 2019 up to and including the date of the General Meeting, being Friday

23 August 2019.

 

All capitalised terms used in this announcement that have not been otherwise defined

shall have the meaning given thereto in the Circular.

 

(i) 

The terms and conditions of the Proposed Transaction as outlined in the Original Circular remain unchanged. In particular, subject to the terms and conditions set out in the Circular, in terms of the Naspers M Share Capitalisation Issue and the Naspers N Share Capitalisation Issue, respectively: a Naspers N Shareholder that does not make an Election to participate in the Naspers N Share Capitalisation Issue will be issued with one Naspers M Ordinary Share and consequently one Prosus N Ordinary Share for each Naspers N Ordinary Share held on the Record Date; or



(ii)

a Naspers N Shareholder that makes an Election to participate in the Naspers N Share Capitalisation Issue will be issued with 0.36986 additional Naspers N Ordinary Shares for each Naspers N Ordinary Share held on the Record Date.

 

In addition, the Resolution to be considered, and if deemed fit, adopted by Shareholders,

remains unchanged in the Circular. Shareholders should have regard to the Circular for

further information in relation to the Proposed Transaction.

 

The following indicative timetable sets out the new expected dates for the General

Meeting, the Capitalisation Issue, Naspers A Share Capitalisation Issue and Prosus

A Share Distribution:


2019



Record date to determine which Shareholders are

entitled to receive the Circular and General Meeting

Notice

Friday 12 July



Circular and General Meeting Notice posted to

Shareholders

Friday 19 July



Last day to trade Naspers N Ordinary Shares in order to

be recorded in the Naspers register on the Record Date to

be eligible to vote and participate at the General Meeting

Tuesday 13 August



Record Date to be eligible to vote and participate at the

General Meeting, by close of trade

Friday 16 August



General Meeting to be held at the Daisy Room,

second floor, Cape Town International Convention

Centre 2, corner of Heerengracht and Rua

Bartholomeu Dias, Foreshore, Cape Town, South

Africa immediately following the annual general

meeting of the Company commencing at 11:15

Friday 23 August



Results of the General Meeting to be released on SENS

Friday 23 August



Publication of 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 the Prosus N Ordinary Shares on

Euronext Amsterdam and the JSE

Wednesday

11 September



Announcement to be released on SENS on the cash

proceeds in respect of fractional entitlements to

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 Issue

Monday 16 September



Implementation of the Capitalisation Issue

(including issue of Naspers M Ordinary Shares

and automatic contribution for issue of Prosus

N Ordinary Shares) and Naspers A Share

Capitalisation Issue

Monday 16 September



Settlement of the Capitalisation Issue

Monday 16 September



The Bank of New York Mellon, as the Prosus ADS

Depositary, expects to receive credit of Prosus

N Ordinary Shares (at its custodian banks in the

Netherlands) allocated to the Prosus ADS Facility

pursuant to the Naspers M Share Capitalisation Issue

and to deliver Prosus ADSs to holders of Naspers ADSs

on or about Monday

16 September



Prosus A Share Distribution implemented

Tuesday 17 September

 

Notes

 

1. 

The dates and times indicated in the table above are subject to change. Any material changes

    will be released on SENS.



2. 

Forms of Election should be received by the Company or the Transfer Secretary by 12:00

on Friday 13 September 2019 in the case of the Certificated Naspers N Shareholders.

Dematerialised Naspers N Shareholders must inform their CSDP, broker or other nominee if

they choose to make the Election in accordance with the agreement between such Naspers

N Shareholders and their respective CSDP, broker, or other nominee.



3. 

Shareholders should note that, as transactions in Naspers N Ordinary Shares are settled in the

Strate System, settlement of trades takes place three trading days after such trade. Therefore,

persons who acquire Naspers N Ordinary Shares after the last day to trade in order to be

recorded in the Naspers register to be eligible to vote at the General Meeting, being Tuesday

13 August 2019, will not be able to vote at the General Meeting. Similar principles apply in

relation to the last day to trade in order to participate in the Capitalisation Issue.



4. 

Shareholders should note that, as the trading of Prosus N Ordinary Shares is settled through

the Strate System, in the case of the JSE, and Euroclear Nederland, in the case of Euronext

Amsterdam, settlement of the first trades in both the Strate System, in the case of the JSE,

and Euroclear Nederland, in the case of Euronext Amsterdam will take place three trading days

after the first trades are executed in order to accommodate the settlement cycle of the Strate

System. Prosus N Ordinary Shares are expected to list and commence trading on the JSE and

Euronext Amsterdam on an 'as-if-when-issued' basis on Wednesday 11 September 2019 and the

trades executed on this first trading date are expected to settle on Monday 16 September 2019

on both the JSE and Euronext Amsterdam. Following the first trading date of Prosus N Ordinary

Shares on Euronext Amsterdam and the JSE, settlement of trades in Prosus N Ordinary Shares

will take place two trading days after a trade is executed through Euroclear Nederland, in the

case of Euronext Amsterdam, and three trading days after a trade is executed through the

Strate System, in the case of the JSE.



5. 

Forms of Proxy are to be received by not later than 11:15 on Wednesday 21 August 2019 for

administrative purposes, or such later date if the General Meeting is postponed to allow for

processing of such proxies. All other proxies must be handed to the chair of the General Meeting

prior to a proxy exercising any right of the Shareholder at the General Meeting.



6. 

No Naspers N Ordinary Shares may be rematerialised or Dematerialised from Wednesday

11 September 2019 to Friday 13 September 2019, both days inclusive.



7. 

If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial

General Meeting, scheduled for Friday 23 August 2019, will remain valid in respect of any such

adjournment or postponement.



8. 

All references to times are to South African Standard Time.

 

The Board remains fully supportive of the Proposed Transaction and the potential

benefits that could be realised by forming and listing a new, global consumer internet

group on Euronext Amsterdam, with a secondary, inward listing on the JSE.

 

IMPORTANT NOTICES AND DISCLAIMERS

 

The release, publication or distribution of this announcement and/or the Circular in

jurisdictions other than South Africa may be restricted by law and therefore persons

into whose possession this announcement and/or the Circular 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 and

Prosus disclaim any responsibility or liability for the violation of such requirements by

any person. Notices for certain Foreign Shareholders located in, or resident of, certain

jurisdictions are set out in the Circular. All Foreign 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 Naspers Shares or Prosus Shares to

be issued or delivered to Shareholders) will receive Naspers Shares or Prosus Shares,

as the case may be. Application will be made for all of the issued Prosus N Ordinary

Shares to be admitted to listing and trading on Euronext Amsterdam, a regulated

market operated by Euronext Amsterdam N.V. and, as a secondary listing, on the Main

Board of the JSE, a licensed exchange operated by the JSE Limited. The combined

prospectus and pre-listing statement to be issued by Prosus in respect of, among other

things, the Admissions will be made available in due course, subject to applicable

securities laws, on www.prosus.com. Shareholders should have regard to the

Prospectus before making an Election.

 

Application will also be made for the admission of the Naspers N Ordinary Shares to

be issued under the Naspers N Share Capitalisation Issue to listing and trading on the

JSE, as a primary listing, and on A2X, a licensed exchange operated by A2X Proprietary

Limited, as a secondary listing.

 

Each Financial Adviser is acting exclusively for the Company and Prosus and no one

else in connection with the Proposed Transaction. No Financial Adviser will regard any

other person (whether or not a recipient of the Circular) as its client in relation to the

Proposed Transaction and will not be responsible to anyone other than the Company

and/or Prosus for providing the protections afforded to its clients nor for giving advice

in relation to the Proposed Transaction or any other transaction or arrangement

referred to in this announcement or the Circular. No representation or warranty,

expressed or implied, is made or given, and no responsibility is accepted, by or on behalf

of the Financial Advisers or any of their affiliates or any of their respective directors,

officers or employees or any other person, as to the accuracy, completeness, fairness

or verification of the information or opinions contained in this announcement or the

Circular and nothing contained in this announcement or the Circular is, or shall be relied

upon as, a promise or representation by the Financial Advisers or any of their respective

affiliates as to the past or future. Accordingly, the Financial Advisers and each of

their affiliates and their 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

or the Circular and/or any such statement.

 

The Naspers Shares and the Prosus Shares will not be registered under the

US Securities Act of 1933, as amended, and may not be offered or sold in the

United States absent registration under the US Securities Act or pursuant to

an applicable exemption from, or in a transaction not subject to, the registration

requirements thereunder.

 

FORWARD-LOOKING STATEMENTS

 

This announcement and the Circular contain statements about Naspers and/or Prosus

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 Naspers and/or Prosus 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; and statements in relation to the approval by Shareholders

or implementation of the Proposed Transactions. 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, 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. Naspers 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 Naspers or

Prosus operates and/or invests may differ materially from those made in, or suggested

by, the forward-looking statements contained in this announcement and/or the Circular.

 

All these forward-looking statements are based on estimates, predictions and

assumptions, as regards Naspers or Prosus, all of which estimates, predictions

and assumptions, although Naspers believes them to be reasonable, are inherently

uncertain and may not eventuate or eventuate in the manner Naspers 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 Naspers or not

currently considered material by Naspers.

 

Shareholders should keep in mind that any forward-looking statement made in this

announcement and/or the Circular or elsewhere is applicable only at the date on

which such forward-looking statement is made. New factors that could cause the

business of Naspers or Prosus 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. Naspers has no duty to, and does not intend to, update or revise the forward-

looking statements contained in this announcement and/or the Circular or any other

information herein after the date of the Circular, except as may be required by law.

 

Forward-looking statements have not been reviewed or reported on by Naspers's

external auditor or any other expert.

 

Naspers N Shareholders that do not make an Election to participate in the

Naspers N Share Capitalisation Issue in accordance with the terms of the

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.

 

Naspers N Shareholders must consider the Circular in full as action is required

from them and should seek advice from their independent advisers in relation to the

implications of the Proposed Transaction and, in particular, the Election. In addition,

Shareholders are reminded that the Circular requires them to take certain actions and

provide certain information, including for example details of the Euronext Amsterdam

Brokerage Account if a 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.

 

Shareholders are further advised that Prosus N Ordinary Shares are

expected to list and commence trading on Euronext Amsterdam and the JSE

on an 'as-if-when-issued' basis on Wednesday 11 September 2019 and the

trades executed on this first trading date are expected to settle on Monday

16 September 2019 on both Euronext Amsterdam and the JSE.

 

Cape Town

19 July 2019

 

Sponsor

 

Investec Specialist Bank

 

South African legal adviser (lead)

 

Webber Wentzel

in alliance with Linklaters

 

South African legal adviser

 

Glyn Marais

 

Dutch and US legal adviser

 

Allen & Overy

 

Financial advisers

 

J.P. Morgan

Goldman Sachs

Morgan Stanley

 

Dutch and US legal adviser to financial advisers

 

Linklaters

 

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


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
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MSCLIFFADEIALIA