NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, INTO OR IN THE UNITED STATES, CANADA OR JAPAN OR INTO
ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED
BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN
OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION.
THE SHARES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC
OFFERING OF SUCH SHARES IN THE UNITED STATES. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Naspers (JSE: NPN; LSE: NPSN) announces its intention to sell up
to 190 million Tencent shares, equal to approximately 2% of
Tencent’s issued share capital as at the date of the Accelerated
Offering, reducing its stake from 33,2% to 31,2%. These funds are
intended to be utilised to reinforce Naspers’ balance sheet and
invested over time in Naspers’ key focus segments. Naspers also
announces a commitment not to sell any further Tencent shares for
at least 3 years.
Naspers chair Koos Bekker said that the company had not sold any
Tencent shares since it invested in 2001. “We believe Tencent is
one of the very best growth enterprises in any industry in the
world, managed by an exceptionally able team. However, we also want
to fund the further development of some of Naspers’ core business
lines. We want to consolidate some market positions, accelerate
growth, and bring a few businesses to self-funding status faster
with additional support.
“We have informed Tencent of our intention to sell, which is
understood and supported by Tencent. We have no intention to sell
any more shares and have publicly stated that we will not sell
further Tencent shares for at least the next three years, in line
with our long-term belief in their business. ”
As to where new funds will be invested, Naspers CEO Bob van Dijk
said, “These funds will be used to reinforce Naspers’ balance sheet
and will be invested over time to accelerate the growth of our
classifieds, online food delivery and fintech businesses globally
and to pursue other exciting growth opportunities when they
arise.”
The shares will be offered to institutional investors globally,
subject to customary selling restrictions. Bank of America Merrill
Lynch, Citigroup and Morgan Stanley have been appointed Joint
Global-coordinators and Joint Book-runners to manage the
transaction. Books are open now and are expected to close prior to
the Hong Kong market opening. The Joint Global-coordinators reserve
the right to accelerate closing of the books.
Shareholders of Naspers are advised that the transaction, if
successfully implemented, is likely to constitute a category 2
transaction in terms of the Listing Requirements of the JSE and may
have a material effect on the price of Naspers’ securities.
Accordingly, Naspers shareholders are advised to exercise caution
when dealing in the Company’s securities until a further
announcement is made.
About Naspers
Founded in 1915, Naspers is a global internet and
entertainment group and one of the largest technology investors in
the world. Operating in more than 120 countries and markets with
long-term growth potential, Naspers builds leading companies that
empower people and enrich communities. It runs some of the world’s
leading platforms in internet, video entertainment, and media.
Naspers companies connect people to each other and the wider
world, help people improve their daily lives, and entertain
audiences with the best of local and global content. Every day,
millions of people use the products and services of companies that
Naspers has invested in, acquired or built, including Avito,
Brainly, Codecademy, Delivery Hero, eMAG, Flipkart, ibibo,
iFood, letgo, Media24, Movile, MultiChoice, OLX, PayU,
Showmax, SimilarWeb, Swiggy, Twiggle, and Udemy. Similarly,
hundreds of millions of people have made the platforms of its
associates Tencent (www.tencent.com;
SEHK 00700), Mail.ru (www.corp.mail.ru; LSE: MAIL),
and MakeMyTrip Limited (www.makemytrip.com; NASDAQ:MMYT) a
part of their daily lives.
Naspers is listed on the Johannesburg Stock Exchange (NPN.SJ)
and has an ADR listing on the London Stock Exchange (LSE:
NPSN). For more information, please visit www.naspers.com.
DisclaimerThis 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 the United
States (including its territories and dependencies, any State of
the United States and the District of Columbia), Canada or Japan or
any other jurisdiction in which offers or sales would be prohibited
by applicable law. This announcement does not constitute or form a
part of any offer or solicitation to purchase or subscribe for
securities in any jurisdiction, including the United States. The
shares mentioned herein (“the Shares”) have not been, and will not
be, registered under the United States Securities Act of 1933, as
amended (the “Securities Act”). The Shares may not be offered or
sold in the United States except pursuant to registration or an
exemption from the registration requirements of the Securities Act.
There is no intention to make a public offering of the Shares in
the United States.
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”, 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.
In member states of the European Economic Area (“EEA”) which
have implemented the Prospectus Directive (each, a “Relevant Member
State”), this announcement and any offer if made subsequently is
directed exclusively at persons who are “qualified investors”
within the meaning of the Prospectus Directive (“Qualified
Investors”). For these purposes, the expression “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in a
Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State. 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 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 distribution of this announcement and the offering of the
Shares (“the Offering”) in certain jurisdictions may be restricted
by law. No action has been taken by Naspers, any of the Joint
Global-coordinators, or any of their respective affiliates, or any
other person that would permit an offer of the Shares or possession
or distribution of this announcement or any other offering or
publicity material relating to the Offering or sale in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes must inform
themselves about and to observe any such restrictions.
This announcement has been issued by and is the sole
responsibility of Naspers. No representation or warranty, express
or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by any of the
Joint Global-coordinators or by any of their respective affiliates
or agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
No prospectus or other offering document has been or will be
prepared in connection with the Offering. This announcement does
not purport to identify or suggest the risks (direct or indirect)
which may be associated with an investment in the Shares. Any
investment decision to buy Shares must be made solely on the basis
of publicly available information. Such information has not been
prepared or verified by any of the Joint Global-coordinators or any
of their affiliates and is solely the responsibility of
Naspers.
The information contained in this press release 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 Naspers’s intentions,
beliefs or current expectations, involve elements of subjective
judgment and analysis and are based upon the best judgment of
Naspers as of the date of this press release, 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 press release and neither Naspers 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 press release 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 press release is not a representation by Naspers’s or any
other person that they will do so, except to the extent required by
law.
Bank of America Merrill Lynch, Citigroup or Morgan Stanley are
acting for Naspers only in connection with the Offering and no one
else, and will not be responsible to anyone other than Naspers for
providing the protections offered to clients of Bank of America
Merrill Lynch, Citigroup or Morgan Stanley nor for providing advice
in relation to the Offering.
In connection with the Offering mentioned herein, one or more of
the Joint Global-coordinators and/or their respective affiliates
acting as an investor for their own account may take up as a
proprietary position any Shares and in that capacity may retain,
purchase or sell for their own account such shares. In addition,
certain of the Joint Global-coordinators or their affiliates may
enter into financing arrangements and swaps with investors in
connection with which the Joint Global-coordinators (or their
affiliates) may from time to time acquire, hold or dispose of
Shares. The Joint Global-coordinators do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180322005526/en/
NaspersHead of Investor RelationsMeloy
HornTel: +27 11 289 3320Tel: +27 11 289 4446Mobile: +27 82 772
7123Email: meloy.horn@naspers.com
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