CAPE TOWN, South Africa-Wednesday 22 January 2020 [ AETOS Wire ]
(BUSINESS WIRE)-- NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED
BY APPLICABLE LAWs and REgulations.
THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE
BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT
WHATSOEVER IN ANY JURISDICTION.
Naspers Limited (JSE: NPN; LSE: NPSN) ("Naspers") has sold 22 million N ordinary shares (the "Prosus N Ordinary Shares") in Prosus N.V. ("Prosus"),
corresponding to c. 1.4% of the issued Prosus N Ordinary Shares, at a
price per Prosus N Ordinary Share of €67.50, resulting in gross proceeds
of approximately €1.5 billion for Naspers. The sale was effected
through an accelerated bookbuild offering to institutional investors
(the "Placing"). Following the Placing, Naspers holds c. 72.5% of the issued Prosus ordinary shares.
Settlement of the Placing is expected to occur on 24 January 2020 (i.e., on a T+2 basis) on Euronext Amsterdam.
As
part of the Placing and in line with market practice for placements of
this nature, Naspers has agreed to a 90-day lock-up period with respect
to its remaining interest in the Prosus N Ordinary Shares, subject to
customary exceptions and an ability to waive by the Joint Global
Coordinators.
None
of the proceeds raised from the Placing will be received by Prosus, and
all of the proceeds received by Naspers, net of expenses and costs,
will be repatriated to South Africa as required by the South African
Reserve Bank. Naspers intends to use these net proceeds over time to
return capital to Naspers shareholders in the form of a share repurchase
programme.
Cape Town, South Africa
22 January 2020
22 January 2020
JSE sponsor
Investec Bank Limited
Investec Bank Limited
Joint Global Coordinators and Joint Bookrunners
Citigroup Global Markets Limited
Goldman Sachs International
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
Citigroup Global Markets Limited
Goldman Sachs International
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
Legal advisers to Naspers
Allen & Overy LLP (as to Dutch, English and U.S. law)
Webber Wentzel (as to South African law)
Allen & Overy LLP (as to Dutch, English and U.S. law)
Webber Wentzel (as to South African law)
Legal adviser to the Joint Global Coordinators
Linklaters LLP (as to Dutch, English and U.S. law)
Linklaters LLP (as to Dutch, English and U.S. law)
IMPORTANT REGULATORY NOTICE
This
announcement is not for publication, distribution or release, directly
or indirectly, in or into the United States of America ("United States" or "U.S.")
(including its territories and possessions, any state of the United
States and the District of Columbia), or to U.S. persons as defined in
Regulation S under the Securities Act (as defined below), or into
Canada, Australia or Japan or any other jurisdiction where such an
announcement would be unlawful. The distribution of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession this document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.
The
securities referred to herein 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 directly or indirectly, in or into the
United States or to U.S. persons as defined in Regulation S under the
Securities Act except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act.
Any offer or sale of the securities referred to herein in the United
States will be made only to persons who are both “qualified
institutional buyers” as defined in Rule 144A under the Securities Act
and “qualified purchasers” as defined in the U.S. Investment Company Act
of 1940, as amended. Neither this document nor the information
contained herein constitutes or forms part of an offer to sell, or the
solicitation of an offer to buy, securities in the United States. There
will be no public offer of any securities in the United States or in any
other jurisdiction.
In relation to each Member State of the European Economic Area (each a "Member State"),
no Prosus N Ordinary Shares have been offered or will be offered
pursuant to the Placing to the public in that Member State, except that
offers of Prosus N Ordinary Shares may be made to the public in that
Member State at any time under the following exemptions under the
Prospectus Regulation: (a) to any legal entity which is a "qualified
investor" as defined under the Prospectus Regulation (a "Qualified Investor");
(b) to fewer than 150 natural or legal persons (other than Qualified
Investors); or (c) in any other circumstances falling within Article
1(4) of the Prospectus Regulation, provided that no such offer of Prosus
N Ordinary Shares shall require Naspers, Prosus or any Joint Global
Coordinator to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to Article 23
of the Prospectus Regulation. For the purposes of this provision, the
expression an "offer to the public" in relation to any
Prosus N Ordinary Shares in any Member State means the communication in
any form and by any means of sufficient information on the terms of the
offer and any Prosus N Ordinary Shares to be offered so as to enable an
investor to decide to purchase or subscribe for any Prosus N Ordinary
Shares, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
In
the United Kingdom, this announcement is being distributed exclusively
to, and is directed exclusively at Qualified Investors who are also: (i)
persons having professional experience in matters relating to
investments falling within the definition of “investment professionals”
in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order");
or (ii) persons who are high net worth bodies corporate, unincorporated
associations and partnerships and the trustees of high value trusts, as
described in Article 49(2)(A) to (D) of the Order; or (iii) persons to
whom it may otherwise be lawful to distribute it.
In
South Africa, the Placing will only be made by way of separate private
placements to: (i) selected persons falling within one of the specified
categories listed in Section 96(1)(a) of the South African Companies
Act, 71 of 2008, as amended (the "South African Companies Act");
and (ii) selected persons, acting as principal, acquiring Prosus N
Ordinary Shares for a total acquisition cost of R1,000,000 or more, as
contemplated in Section 96(1)(b) of the South African Companies ("South African Qualifying Investors").
This announcement is only being made available to such South African
Qualifying Investors. Accordingly: (i) the Placing is not an offer to
the public as contemplated in the South African Companies Act; (ii) this
announcement does not, nor does it intend to, constitute a "registered prospectus" or "advertisement",
as contemplated by the South African Companies Act; and (iii) no
prospectus has been filed with the South African Companies and
Intellectual Property Commission ("CIPC") in respect of
the Placing. As a result, this announcement does not comply with the
substance and form requirements for a prospectus set out in the South
African Companies Act and the South African Companies Regulations of
2011, and has not been approved by, and/or registered with, CIPC. The
information contained in this announcement constitutes factual
information as contemplated in Section 1(3)(a) of the South African
Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended, (the "South African FAIS Act") and should not
be construed as an express or implied recommendation, guide or proposal
that any particular transaction in respect of the Naspers N Ordinary
Shares or the Prosus N Ordinary Shares or in relation to the business or
future investments of Naspers or Prosus is appropriate to the
particular investment objectives, financial situations or needs of a
prospective investor, and nothing in this announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa. Neither Naspers nor
Prosus is a financial services provider licensed as such under the South
African FAIS Act.
This
announcement is not an offer of securities or investments for sale, nor
a solicitation of an offer to buy, securities or investments in any
jurisdiction where such offer or solicitation would be unlawful. No
action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction
where action for that purpose is required. Persons into whose possession
this announcement comes are required to inform themselves about and to
observe any such restrictions. No prospectus under the Prospectus
Regulation is required in respect of the Placing and no prospectus,
offering circular or similar document will be prepared.
In
connection with the Placing, each of the Joint Global Coordinators and
any of their affiliates acting as an investor for their own account may
take up as a proprietary position any Prosus N Ordinary Shares and in
that capacity may retain, purchase or sell for their own account such
Prosus N Ordinary Shares and other securities of Prosus or related
investments in connection with the Placing or otherwise. In addition,
each of the Joint Global Coordinators or their affiliates may enter into
financing arrangements (including swaps or contracts for difference)
with investors in connection with each of the Joint Global Coordinators
and any of their affiliates may from time to time acquire, hold or
dispose of Prosus N Ordinary Shares. None of the Joint Global
Coordinators or their affiliates intends to disclose the extent of any
such investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
Each
Joint Global Coordinator is acting on behalf of Naspers and no one else
in connection with the Placing. They will not regard any other person
as their client in relation to the Placing and will not be responsible
to anyone other than Naspers for providing the protections afforded to
their respective clients nor for providing advice in relation to the
Placing, the contents of this announcement or any transaction,
arrangement or other matter referred to herein. None of the Joint Global
Coordinators or any of their respective subsidiary undertakings,
affiliates or any of their respective directors, officers, employees,
advisers, agents, alliance partners or any other entity or person
accepts any responsibility or liability whatsoever for, or makes any
representation, warranty or undertaking, express or implied, as to the
truth, accuracy, completeness or fairness of the information or opinions
in this announcement (or whether any information has been omitted from
this announcement) or any other information relating to Prosus, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available
or for any loss howsoever arising from any use of this announcement or
its contents or otherwise arising in connection therewith. Accordingly,
the Joint Global Coordinators 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 and/or any such statement.
The
information contained in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may be
placed for any purpose on the information contained in this announcement
or its accuracy or completeness. This announcement does not purport to
identify or suggest the risks (direct or indirect) which may be
associated with an investment in the Prosus N Ordinary Shares. Any
investment decision in connection with the Prosus N Ordinary Shares must
be made solely on the basis of all publicly available information
relating to the Prosus N Ordinary Shares (which has not been
independently verified by the Joint Global Coordinators).
The
price of the Prosus N Ordinary Shares and the income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Prosus N Ordinary Shares. Past performance
is no guide to future performance and persons who require advice should
consult an independent financial adviser.
This
announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be
identified by the use of forward-looking terminology, including the
terms "intends", "expects", "will", or "may", or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that
are not historical facts. Any forward-looking statements are subject to
risks relating to future events and assumptions relating to Naspers's or
Prosus's business, in particular from changes in political conditions,
economic conditions or evolving business strategy. No assurances can be
given that the forward-looking statements in this document will be
realised. As a result, no undue reliance should be placed on these
forward-looking statements as a prediction of actual results or
otherwise. Each of Naspers, Prosus, the Joint Global Coordinators and
their respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking statement
contained in this announcement whether as a result of new information,
future developments or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20200121006189/en/
Contacts
Media
Shamiela Letsoalo, Media Relations Director
+27 78 802 6310
shamiela.letsoalo@naspers.com
Investors
Eoin Ryan, Head of Investor Relations
+1 347-210-4305
eoin.ryan@naspers.com
