Prosus Announces Intention to Make Voluntary Exchange Offer to Acquire 45.4% of Naspers Shares

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Naspers to remain domiciled in South Africa as the JSE’s largest listed company and retains control of Prosus
On completion, the transaction will create immediate value for Naspers and Prosus shareholders
Prosus free float to double to +US$100Bn, increasing liquidity, market index weightings and enhanced trading dynamics
Prosus remains the largest European internet company and a clear European Champion

Prosus N.V. (Prosus) (Euronext Amsterdam: PRX; JSE: PRX) today announced a share exchange offer to Naspers shareholders where Naspers shareholders will be invited to tender existing Naspers N Ordinary shares for newly issued Prosus Ordinary shares N. Prosus will acquire 45.4% of the issued Naspers N Ordinary shares. On completion of the transaction Prosus will hold a 49.5% interest in Naspers. The effective economic interest for the Prosus free float in the underlying assets will more than double from around 27% to around 60%, through the cross-holding of Naspers shares.

Bob van Dijk, Group CEO Prosus and Naspers said, "The share offer we have announced today will extend Prosus’s standing as Europe’s largest internet company. By increasing the size of the Prosus free float and more than doubling its ownership of the group’s outstanding global consumer internet portfolio, we create a stable construct that maintains the group's operational, strategic and financial flexibility. Prosus shareholders benefit directly as Prosus buys increased exposure to the underlying assets through its acquisition of higher discount Naspers shares.”

Basil Sgourdos, Group CFO Prosus and Naspers said, "Since the listing of Prosus in 2019, we have been carefully considering many options to further enhance the group’s structure and we have decided on this route as it is efficient, implementable in the near term and comes with minimal friction costs. It preserves Naspers as the largest South Africa-domiciled company on the JSE and its control of Prosus. The transaction creates immediate value for Naspers shareholders when they swap their higher discount to NAV Naspers shares for lower discount to NAV Prosus shares. The offer is constructed to deliver proportional value creation to both sets of shareholders. Value creation on the day will be shared between the Naspers and Prosus free float according to their current ownership of the underlying net asset value.”

Prosus is the largest European internet company

Prosus provides investors access to a portfolio of the world’s fastest growing consumer internet companies. The portfolio offers investment diversity with a geographic footprint of more than 80 countries, including China which is the world’s largest internet market, and India, which is the world’s second largest. The portfolio spans numerous high-growth sectors including online classifieds, ecommerce, food delivery, payments and fintech, online education, and social and internet platforms. Through its Ventures team, Prosus also invests in emerging technology sectors including health, logistics, blockchain, and social commerce.

The Prosus board believes that Prosus will benefit from the step up in size of its free float resulting from the proposed transaction. This transaction is expected to bring increased liquidity, improved market index weightings as a Top 20 STOXX 50 company, and enhanced trading dynamics, creating value for both Prosus and Naspers shareholders over the long term.

Approvals and timing

The proposed transaction has already been approved by the South African Reserve Bank and is subject to other customary regulatory approvals. Prosus shareholders will also be asked to approve certain matters required to implement the transaction. Further details are provided in the Prosus SENS announcement and will also be expanded on in the required transaction documents that will follow in due course. The proposed transaction is expected to be implemented in Q3 of 2021.

Continued commitment to South Africa

On completion of the proposed transaction, Naspers will continue to be domiciled in South Africa and will remain the largest company on the JSE. Subject to the results of the exchange offer, the transaction is expected to increase the Prosus secondary listing JSE free-float. The exchange offer is also expected to unlock value for both Naspers and Prosus shareholders and attract additional international investor demand into Prosus and Naspers, resulting in a net capital inflow to South Africa.

Naspers will continue to be a significant tax contributor to the South African fiscus. In FY2020 Naspers contributed an estimated ZAR10.2 bn in direct and indirect taxes to South African public finances, including an estimated amount of ZAR7.2 bn which relates to the listing of Prosus in September 2019. The proposed transaction is expected to generate between ZAR3.8 and ZAR5.8 bn of tax revenues for South Africa.

Naspers will continue to actively invest in South Africa through its ecommerce and media assets and backing of early-stage technology businesses via Naspers Foundry.

Proposed transaction information

For full details of the proposed transaction, please refer to the Prosus SENS released on Wednesday, 12 May 2021. Please also visit www.share-exchange-offer.com to access the proposed transaction information website which will be online from 09:00am CET on Wednesday 12 May 2021.

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About Prosus

Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing globally in markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich communities.

The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education technology sectors in markets including India, Russia, and Brazil. Through its ventures team, Prosus invests in areas including health, logistics, blockchain, and social commerce. Prosus actively seeks new opportunities to partner with exceptional entrepreneurs who are using technology to improve people’s everyday lives.

Every day, millions of people use the products and services of companies that Prosus has invested in, acquired or built, including Avito, Brainly, BUX, BYJU'S, Bykea, Codecademy, DappRadar, DeHaat, dott, ElasticRun, eMAG, Eruditus, Honor, iFood, Klar, LazyPay, letgo, Meesho, Movile, Oda, OLX, PayU, Quick Ride, Red Dot Payment, Remitly, Republic, Shipper, SimilarWeb, Skillsoft, SoloLearn, Swiggy, Udemy and Wolt.

Hundreds of millions of people have made the platforms of Prosus’s associates a part of their daily lives. For listed companies where we have an interest, please see: Tencent, Mail.ru, Trip.com Group Limited, and DeliveryHero.

Today, Prosus companies and associates help improve the lives of around a fifth of the world's population.

Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority-owned by Naspers.

For more information, please visit www.prosus.com.

Disclaimers

This press release contains information within the meaning of Article 7(1) of the European Market Abuse Regulation (596/2014).

Shareholders should note that the Prosus Board reserves the right, in its discretion, to decide not to proceed with the Proposed Transaction and, as such, the Proposed Transaction may or may not proceed.

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 any jurisdiction in which to do so would be prohibited by applicable law.

There will be no public offer of any securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act”), and will not be offered or sold, directly or indirectly, in or into the United States or to, or for the account or benefit of, any "U.S. person” 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.

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” or an advertisement relating to an offer to the public, 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.

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 ("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Prosus Ordinary Shares N and/or Naspers N Ordinary Shares or in relation to the business or future investments of Prosus and/or Naspers, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing contained in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Prosus is not a financial services provider licensed as such under the FAIS Act.

In member states of the European Economic Area ("EEA”) (each, a "Relevant Member State”) no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors” within the meaning of the Prospectus Regulation ("Qualified Investors”). For these purposes, the expression "Prospectus Regulation” means Regulation 2017/1129/EU (and amendments thereto) and includes any relevant implementing measure in the Relevant Member State.

This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

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 (as defined under Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) 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 release, publication or distribution of this announcement in jurisdictions other than South Africa may be restricted by law and therefore persons into whose possession this announcement 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, Prosus disclaims any responsibility or liability for the violation of such requirements by any person.

It is the responsibility of person (including, without limitation, nominees, agents and trustees for such persons) wishing to receive this announcement and/or participate in the Proposed Transaction, or a component thereof, to satisfy themselves as to the full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requirements or formalities and paying any issue, transfer or other taxes due in such territories. Further information pertaining to the Proposed Transaction will be provided in due course pursuant to the documentation to be released by Prosus in relation to the Proposed Transaction (the "Transaction Documentation").

Investors are advised to read the Transaction Documentation, which will contain the terms and conditions of the Proposed Transaction, with care and in full. Any decision to approve the resolutions required to implement the Proposed Transaction or analysis of and/or election in respect of the Proposed Transaction and/or other matters dealt with in the Transaction Documentation should be made only on the basis of such information.

Application will be made for all of the Prosus Ordinary Shares N proposed to be issued pursuant to the Proposed Transaction to be admitted to listing and trading on the AEX and on the Main Board of the JSE and A2X Markets. The Transaction Documentation to be issued by Prosus in respect of, among other things, the Proposed Transaction will be made available in due course, subject to applicable securities laws, on www.prosus.com. Investors should have regard to the Transaction Documentation before deciding to elect to participate in the Proposed Transaction.

Any financial adviser of Prosus is acting exclusively for Prosus and no one else in connection with the Proposed Transaction. No financial adviser will regard any other person as its client in relation to the Proposed Transaction and will not be responsible to anyone other than Prosus for providing the protections afforded to its client nor for giving advice in relation to the Proposed Transaction or any other transaction or arrangement referred to in this announcement.

No representation or warranty, express or implied, is made or given, and no responsibility is accepted, by or on behalf of any financial adviser or any of its affiliates or any of its respective directors, officers or employees or any other person, as to the accuracy, completeness, fairness or verification of the information or opinions contained this announcement and nothing contained in this announcement is, or shall be relied upon as, a promise or representation by any financial adviser or any of their respective affiliates as to the past or future. Accordingly, any financial advisers and its affiliates and 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 and/or any such statement.

Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax, legal, accounting or other professional advice.

Forward-looking statements

This announcement contains statements about Prosus and/or Naspers 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 Prosus and/or Naspers 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, statements in relation to the approval by shareholders or implementation of the Proposed Transaction and/or the benefits of the Proposed Transaction. 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 and/or the benefits 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. Prosus 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 Prosus and/or Naspers operates and/or invests may differ materially from those made in, or suggested by, the forward-looking statements contained in this announcement. All these forward-looking statements are based on estimates, predictions and assumptions, as regards Prosus or Naspers, all of which estimates, predictions and assumptions, although Prosus believes them to be reasonable, are inherently uncertain and may not eventuate or eventuate in the manner Prosus 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 Prosus or not currently considered material by Prosus.

Investors should keep in mind that any forward-looking statement made in this announcement or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Prosus or Naspers 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. Prosus has no duty to, and does not intend to, update or revise the forward-looking statements contained in this announcement or any other information herein, except as may be required by law. Any forward-looking statement has not been reviewed nor reported on by Prosus's external auditor or any other expert.

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