- Extraordinary General Meeting to be
held on Friday 28 June 2019
- Naspers targets Wednesday 17 July 2019
for NewCo listing
Naspers Limited (JSE: NPN; LSE: NPSN) today released a circular
to shareholders, convening an Extraordinary General Meeting (EGM)
to be held at 11.15am on Friday 28 June 2019 in Cape Town,
regarding its intention to list a new global consumer internet
group (NewCo) comprising its international internet assets.
Naspers plans to list the new group on Euronext Amsterdam on
Wednesday 17 July 2019, along with a secondary, inward listing on
the Johannesburg Stock Exchange (JSE) in South Africa. Naspers
expects to own no less than 73% of NewCo and the free float is
expected to be up to 27%, created by Naspers through a
capitalisation issue of NewCo shares to Naspers shareholders (as
described below).
As a global consumer internet group and one of the largest
technology investors in the world, the new group is likely to
become the largest listed consumer internet company by asset value
in Europe. It will comprise all of Naspers’ internet interests
outside of South Africa including its companies and investments in
the online classifieds, payments and fintech, food delivery, etail,
travel, education, and social and internet platforms sectors, among
others. These assets are some of the world’s leading and
fastest-growing internet brands, such as mail.ru, OLX, Avito,
letgo, PayU, Tencent, iFood, Swiggy, DeliveryHero, Udemy, eMAG, and
MakeMyTrip¹. The new group will be a strategic investor and
operator, and focus on long-term value creation by building leading
technology companies that improve people’s daily lives in
high-growth markets.
The listing of NewCo on Euronext Amsterdam is expected to reduce
significant structural barriers for Naspers and represents another
major step by management to pursue continued growth and create
value for shareholders. This action follows the unbundling of
MultiChoice Group in March, which unlocked approximately US$3.5
billion for Naspers shareholders.
Bob van Dijk, CEO Naspers said, “The planned listing of our
international internet assets on Euronext Amsterdam is progressing
well, and we believe that it will present a new and attractive
opportunity for global tech investors to access our unique
portfolio. Since we announced the transaction in March, we have
been encouraged by the positive response from investors. The
mechanics of the transaction outlined in today’s circular are
designed to provide flexibility to our shareholders, and we expect
that the listing will help us maximise shareholder value over
time.”
Even after the listing of NewCo on Euronext Amsterdam, Naspers
will remain the largest South African company listed on the JSE by
market capitalisation, and Naspers will continue to invest in South
Africa. Naspers is one of the foremost investors in the South
African technology sector and is committed to building its existing
internet and ecommerce companies in the country, as well as
stimulating the local tech start-up sector through the Naspers
Foundry. This is a R1.4 billion investment allocation targeting
technology start-ups in South Africa that seek to address big
societal needs. This is in addition to the commitment Naspers made
in October 2018 at the inaugural South Africa Investment Conference
to inject a further R3.2 billion into its existing South African
businesses, which is already underway.
The EGM Circular
In addition to the information provided by Naspers’ announcement
on 25 March 2019, the EGM circular provides:
- Further detail of the rationale for the
proposed transaction
- An overview of the assets and
investments of NewCo
- The planned timeline of the
transaction
- The mechanics of the capitalisation
issue for shareholders
- The Board’s recommendation that this
transaction is in the best long-term interests of shareholders
- Details of shareholder requirements in
order to vote on the approval of the transaction
Mechanics of the Capitalisation Issue
Naspers N shareholders will be issued with newly-created Naspers
M Ordinary Shares, which, post-listing, will be exchanged for NewCo
Shares. Naspers N shareholders can elect to be issued with
additional Naspers N Ordinary Shares instead of receiving NewCo
Shares.
Naspers Board Recommendation
The Naspers Board is fully supportive of the proposed
transaction and believes forming and listing a new, global consumer
internet group on Euronext Amsterdam, with a secondary, inward
listing on the JSE, will provide a strong platform to attract
incremental investor capital, which is well-aligned to Naspers’
growth goals. The Board recommends that all shareholders vote
in favour of the Resolutions to be proposed at the EGM, and each of
the Directors intends to vote all of their shares as such.
The transaction is subject to the requisite regulatory and
shareholder approvals being obtained and is expected to be
implemented in July 2019.
Information related to the proposed transaction can be viewed at
www.newglobaltechgroup.com by 09:30am CET.
About Naspers
Naspers is a global consumer internet group and one of the
largest technology investors in the world. Operating and investing
in countries and markets across the world with long-term growth
potential, Naspers builds leading companies that empower people and
enrich communities. The group operates and partners a number of
leading internet businesses across Central and Eastern Europe,
Africa, the Americas and Asia in sectors including online
classifieds, payments and fintech, food delivery, travel,
education, health, and social and internet platforms.
Every day, millions of people use the products and services of
companies that Naspers has invested in, acquired or built,
including Avito, Brainly, BYJU’S, Codecademy, eMAG, Honor, ibibo,
iFood, letgo, Media24, Movile, OLX, PayU, SimilarWeb, Swiggy,
Takealot, and Udemy.
Similarly, hundreds of millions of people have made the
platforms of its associates a part of their daily lives: Tencent
(www.tencent.com; SEHK 00700), Mail.ru (www.corp.mail.ru; LSE:
MAIL), MakeMyTrip Limited¹ (www.makemytrip.com; NASDAQ:MMYT) and
DeliveryHero (www.deliveryhero.com; Xetra: DHER)
Today, Naspers companies and associates help improve the lives
of around a fifth of the world’s population. Naspers actively
searches for new opportunities to partner exceptional entrepreneurs
who are using technology to address big societal needs.
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
¹ In April 2019, Naspers announced an exchange of its
interest in MakeMyTrip Limited (“MakeMyTrip”) (NASDAQ:MMYT) for a
5.6% stake in Ctrip.com International Limited (“Ctrip”)
(NASDAQ:CTRP), a well-known provider of online travel and related
services headquartered in China. The transaction is subject to
customary closing conditions, including obtaining the requisite
regulatory approvals, and is expected to close in the second half
of 2019.
Disclaimer
These materials are for information purposes only and are not
intended to constitute, and should not be construed as, an offer to
sell or a solicitation of any offer to buy or subscribe for any
securities of NewCo (the “Securities”). The Securities have
not been and will not be registered under the United States
Securities Act of 1933, as amended (the “Securities Act”),
and will not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act.
In connection with its proposed admission to listing and
trading on Euronext Amsterdam and the JSE, NewCo will
prepare a prospectus in due course, which will be made available at
www.newglobaltechgroup.com.
These materials include forward-looking statements, which are
based on current expectations and projections about future events.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect Naspers'
current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions. Naspers expressly disclaims any obligation or
undertaking to update, review or revise any forward looking
statement contained in these materials whether as a result of new
information, future developments or otherwise. You are cautioned
not to place undue reliance on forward-looking statements, which
speak only as of the date they are made.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190528005877/en/
SOUTH AFRICA MEDIAShamiela Letsoalo, Media Relations
Director+27 78 802
6310shamiela.letsoalo@naspers.comINTERNATIONAL MEDIASarah
Ryan, Media Relations Director+ 31 629
721038sarah.ryan@naspers.comINVESTORSEoin Ryan, Head of
Investor Relations+1 347-210-4305eoin.ryan@naspers.com
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