S&P Global Ratings said on Tuesday that Naspers’s plan to separately list its international internet assets “could broaden the equity investor base, while being neutral for debt investors”.

Naspers said on Monday it planned to list a new entity, NewCo, which would house its 31% stake in Tencent and other valuable assets including Russia’s Mail.ru, on the Euronext exchange in Amsterdam.

The transaction is aimed at unlocking value – Naspers trades at a hefty discount to net asset value – and attracting new investors.

Africa’s biggest public company said it planned to retain a 75% stake in NewCo, which would have a secondary listing on the JSE. Current Naspers shareholders would be given the opportunity to accept shares in the new company as part of the restructure.

S&P said the proposed transaction was not expected to change Naspers's credit ratings.

“We expect that Naspers's debt, and most of the cash resources and investments that contribute to value and cash flow, will be within NewCo, or in entities directly controlled by it, reducing the possibility of value or cash flow dilution for debt-holders,” the ratings agency said.

“For debt-holders, the impact on leverage, loan-to-value ratio, cash flow adequacy and business profile will be limited.”

Naspers CEO Bob van Dijk said on Monday the restructuring was “a big step for the group”, which aimed to reach half the world’s population “in a few years”, from a fifth of the global population at present.

NewCo was expected to be “the largest consumer tech business listed in Europe by a multiple”.

"We think it will be a very attractive and visible vehicle for investors. For Naspers, the ultimate owner, we will see that benefit,” he said.

Euronext was a large and liquid exchange that had similar listing requirements to the JSE, Van Dijk said.

Vestact said Naspers was trading at a 37% discount to its listed assets alone.

The company’s Tencent stake was worth R1.9-trillion, while its stakes in Delivery Hero and Mail.ru were worth R22bn and R21bn, respectively. Its interest in Make My Trip was worth R8bn.

However, Naspers’s market capitalisation was only R1.4-trillion.

“By listing in Amsterdam the hope is that international investors will put a smaller discount on the assets that Naspers owns,” Vestact said.

The listing would “refocus investors” on Naspers’s internet assets, which had been largely overlooked or misunderstood by some international investors, the fund manager said.


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