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) announced today that it has
completed its Accelerated Offering of Tencent shares, reducing its
stake in Tencent from 33,2% to 31,2%. The sale yielded US$9.8
billion. These funds will be utilised to reinforce Naspers’ balance
sheet and invested over time in Naspers’ development businesses.
Naspers also announced a commitment not to sell any other Tencent
shares for at least 3 years.
Naspers chair Koos Bekker said that until the Accelerated
Offering, 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 the sale, who understand and support
our decision. 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.”
Tencent Chairman, Pony Ma, said, “Naspers has been a steadfast
strategic partner over a great many years. Tencent respects and
understands Naspers’ decision and looks forward to continuing to
work closely together in building a mutually supportive and
prosperous future for both companies”.
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 Tencent shares were sold by way of an Accelerated Offering
at a price of HK$405 per Tencent share.
To update investors about this transaction, Naspers management
will be hosting a conference call today at 15:00 SAT (13:00
GMT).
- Dial-in details are as follows:
South Africa Toll 010 201
6800 Toll-free 0800 200 648 UK Toll 0 333 300
1418 Other Toll +27 11 535 3600
- Play-back details (access code 12225,
available until 29 March 2018):
South Africa Toll 010 500
4108 UK Toll 0 203 608 8021 Other Toll +27 10 500
4108
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.
About Tencent
Tencent uses technology to enrich the lives of Internet users.
Every day, hundreds of millions of people communicate, share
experiences, consume information and seek entertainment through its
integrated platforms. Tencent’s diversified services include QQ,
Weixin/WeChat for communications; Qzone for social networking; QQ
Game Platform for online games; QQ.com and Tencent News for
information; QQ Music, KuGou and Kuwo, Tencent Music Entertainment
Group (TME) for high quality and diversified digital music services
and Tencent Video for video content.
Tencent was founded in Shenzhen, China, in 1998 and went public
on the Main Board of the Hong Kong Stock Exchange in 2004. The
Company is one of the constituent stocks on the Hang Seng Index.
Tencent seeks to evolve with the Internet by investing in
innovation, providing a mutually beneficial environment for
partners, and staying close to users.
For more information please visit www.tencent.com.
Disclaimer
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
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/20180322006407/en/
NaspersMeloy Horn, Head of Investor RelationsTel:
+27 11 289 3320Tel: +27 11 289 4446Mobile: +27 82 772 7123Email:
meloy.horn@naspers.comorTencent HoldingsCatherine Chan,
Head of Investor Relations and Global CommunicationsTel: +86
755 86013388 ext. 88369Mobile: +852 3148 5100Email:
cchan@tencent.com
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