JSE Sens

NASPERS LIMITED - Listing of Prosus N ordinary shares on Euronext on Amsterdam and the JSE

11 September 2019 - 09:30 AM
NPN
Listing of Prosus N ordinary shares on Euronext on Amsterdam and the JSE

NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
("Naspers" or the "Company")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR REQUIRE THE
COMPANY OR PROSUS TO TAKE ANY FURTHER ACTION.

LISTING OF PROSUS N ORDINARY SHARES ON EURONEXT AMSTERDAM AND THE JSE

Further to the announcement released today by Myriad International Holdings N.V. (to be renamed
Prosus N.V. with effect from the Settlement Date) (Prosus), shareholders are hereby advised that
the issued N Ordinary Shares with a nominal value of 0.05 each in Prosus's share capital (the
Prosus N Ordinary Shares) were admitted to listing and trading on Euronext Amsterdam
(Euronext Amsterdam), a regulated market operated by Euronext Amsterdam N.V., under the
symbol "PRX", and, as a secondary listing, on the Main Board of the Johannesburg Stock
Exchange (the JSE), a licensed exchange operated by JSE Limited, under the abbreviated name
"Prosus" and the symbol "PRX" in the "TechnologyInternet" sector at 09:00 (CEST/SAST) today,
Wednesday, 11 September 2019. The Prosus N Ordinary Shares' International Security
Identification Number is NL0013654783.

Consequently, Naspers N Shareholders that do not elect to be issued Naspers N Ordinary Shares
under the Naspers N Share Capitalisation Issue will receive Prosus N Ordinary Shares in terms of
the Naspers M Share Capitalisation Issue on the Settlement Date, currently expected to be on
Monday, 16 September 2019, and may commence trading Prosus N Ordinary Shares on an "as-if-
and-when-issued" basis.

Delivery of the Prosus N Ordinary Shares will take place through the book-entry systems of
Euroclear Nederland, in the case of Euronext Amsterdam Investors, and the Strate System, in the
case of JSE Investors, in accordance with their respective normal settlement procedures applicable
to equity securities on the Settlement Date. Consequently, Naspers N Shareholders are reminded
to provide the details of their custodian or brokerage account capable of holding Prosus N Ordinary
Shares listed and trading on Euronext Amsterdam, if they are a Euronext Amsterdam Investor or
on the JSE, if they are a JSE Investor.

Shareholders may access additional information related to settlement in the "Frequently Asked
Questions related to Settlement" document on the Company's website at
https://www.naspers.com/investors/euronext-listing.

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the Prospectus (available on the Prosus website at
www.prosus.com).

Investing in Prosus N Ordinary Shares involves risks. See "Risk Factors" in the Prospectus
for a description of the risk factors that should be carefully considered before investing in
the Prosus N Ordinary Shares.

Overview of the Prosus Group

Prosus, together with its consolidated subsidiaries (the Prosus Group), is a global consumer
internet group operating across a variety of platforms and geographies, and is one of the largest
technology investors in the world. The Prosus Group's businesses and investments serve more
than 1.5 billion people in 89 markets, and are the market leaders in 77 of those markets. The
Prosus Group's consumer internet services span the core focus segments of Classifieds, Payments
and Fintech as well as Food Delivery, plus other online businesses including Etail and Travel. The
Prosus Group aims to build leading companies that create value by empowering people and
enriching communities. The Prosus Group has grown by investing in, acquiring and building
leading companies. The Prosus Group typically focuses on large consumer trends where it tries to
identify changes early, invests in and adapts proven business models for the high-growth markets it                                                                                                
is focusing on, and leverages its skills and local knowledge and position to build, businesses that
have scale and benefit from local network effects. The Prosus Group believes that its platforms
offer customers fast, intuitive and secure environments in which to communicate and conduct
transactions. The Prosus Group focuses on several markets that present above-average growth
opportunities (when compared to mature markets) due to their economic growth, scalability and
fast-growing, mobile internet penetration levels. The Prosus Group's businesses and investments
primarily operate in China, India, Russia, Central and Eastern Europe, North America, Latin
America, Southeast Asia, the Middle East and Africa. The Prosus Group has developed strong
brands in these markets, and believes that those global and local brands are an important way for
each of its businesses to differentiate itself from its competitors, thereby driving organic traffic
through consumer word-of-mouth.

The Prosus Group's businesses and investments are organised around the following segments:
Ecommerce (which comprises its interests in Classifieds, Payments and Fintech, Food Delivery,
Etail, Travel and other Ecommerce (including Ventures)), Social and Internet Platforms (which
comprises its interests in Tencent and Mail.ru Group) and Corporate (relating to its group-level
corporate services and treasury function). In its Travel segment, on 5 September 2019, Naspers
announced the completion of the exchange of its stake in MakeMyTrip Limited (NASDAQ:MMYT)
for a 5.6% stake in Ctrip.com International Limited (NASDAQ:CTRP), a leading provider of online
travel and related services headquartered in China.

For information on the Prosus Group's business, see the "Business" section of the Prospectus.

On the Capital Restructure Date, Naspers will hold its media assets (primarily, Media24 Holdings
Proprietary Limited) and certain ecommerce assets in South Africa (primarily, Takealot, Mr D Food
and Property24), treasury shares in Naspers that are held for the purposes of certain Naspers
Group share schemes, the investments made by Naspers Foundry, a technology start-up initiative,
and between 73% and 83% of the Prosus N Ordinary Shares (depending on the outcome of the
Elections.

NASPERS CAPITALISATION ISSUE ELECTIONS

The period for Elections for Naspers N Ordinary Shares (instead of Naspers M Ordinary Shares
and, ultimately, Prosus N Ordinary Shares) will close at 12:00 (SAST) on Friday, 13 September
2019 (the Record Date). Shareholders holding Naspers N Ordinary Shares in dematerialised form
are required to notify their CSDP or broker if they wish to make an Election in the manner and time
stipulated in the custody agreement governing the relationship between such Naspers N
Shareholders and their CSDP or broker. Shareholders holding their Naspers N Ordinary Shares in
certificated form must complete the new form of Election (green) attached to the Naspers Circular
(the Form of Election) in accordance with the instructions contained therein and lodge it with Link
Market Services, to be received by no later than 12:00 (SAST) on Friday, 13 September 2019.

The election forms (yellow) that were already submitted to brokers, central securities CSDPs or
the Company in terms of the circular that was originally posted to shareholders on 29 May 2019,
are of no force or effect and will be disregarded. An electronic copy of the Naspers Circular
(attaching the new Form of Election (green)) is available on the Company's website at
www.naspers.com and additional copies of the Naspers Circular can be obtained from the
Company and the Company's sponsor, Investec Bank Limited, at their respective addresses
provided in the Corporate Information section of the Naspers Circular during normal business hours
until 12:00 on Friday, 13 September 2019.

The Naspers N Ordinary Shares to be issued to the Naspers N Shareholders that will exercise an
Election by 12:00 (SAST) on the Record Date will be issued on Monday, 16 September 2019, and
will be listed and commence trading on the JSE at 09:00 on Monday, 16 September 2019.
Shareholders that have Elected, or will Elect, to be issued Naspers N Ordinary Shares under the
Naspers N Share Capitalisation Issue may not deal in Prosus N Ordinary Shares that were listed
and commenced trading today, Wednesday, 11 September 2019, on Euronext Amsterdam and the
JSE at 09:00 (CEST/SAST).

SALIENT DATES AND TIMES

The timetable below lists certain expected key dates for the Transaction.
                                                                                                                         3

 Event(1)                                                                                          Date (2019)
 Listing of Prosus N Ordinary Shares on Euronext Amsterdam                             Wednesday, 11 September
 and the JSE at 09:00
 Announcement to be released on SENS on the cash proceeds in                            Thursday, 12 September
 respect of fractional entitlements of Naspers N Ordinary Shares by
 11:00
 Elections in relation to the Naspers N Share Capitalisation Issue close
 at 12:00                                                                                 Friday, 13 September
 Record Date at 17:00                                                                     Friday, 13 September
 Listing of Naspers N Ordinary Shares pursuant to the
 implementation of the Naspers N Share Capitalisation                                     Monday, 16 September
 Implementation of the Capitalisation Issue (including the issue of
 Naspers M Ordinary Shares and the automatic contribution for
 the issue of the Prosus N Ordinary Shares) and the Naspers A
 Share Capitalisation Issue                                                              Monday, 16 September
 Settlement of the Capitalisation Issue    (2)                                           Monday, 16 September
 The Bank of New York Mellon, as depositary, expects to receive
 credit of the Prosus N Ordinary Shares (at its custodian banks in the
 Netherlands) allocated to the Company ADS Facility pursuant to the
 Naspers M Share Capitalisation Issue and to deliver the Company
 ADSs to holders of the Naspers ADSs                                          on or about Monday, 16 September
 A Share Distribution implemented and the Capital Restructure Date                       Tuesday, 17 September
______
(1)      These dates and times are subject to change and references to time are to Central European Summer
         Time/South African Standard Time. Any material changes will be announced in a press release published and
         placed on Prosus's website (www.prosus.com) and on SENS.
(2)      As trading of Prosus N Ordinary Shares will be settled in Euroclear Nederland and the Strate System, as the case
         may be, settlement of the first trades will take place three trading days after the first trades are executed in order
         to accommodate settlement in the Strate System. Prosus N Ordinary Shares are expected to list and commence
         trading on Euronext Amsterdam and the JSE on an "as-if-and-when-issued" basis on Wednesday, 11 September
         2019 and the trades executed on the First Trading Date are expected to settle on Monday, 16 September 2019,
         on both Euronext Amsterdam and the JSE. Following the First Trading Date, settlement of trades in Prosus N
         Ordinary Shares will take place two trading days after a trade is executed through the book-entry systems of
         Euroclear Nederland, in the case of Euronext Amsterdam, and three trading days after a trade is executed in the
         Strate System, in the case of the JSE.

Cape Town
11 September 2019

JSE Sponsor to Naspers
Investec Bank Limited

South African Legal Adviser (Lead)                              South African Legal Adviser
Webber Wentzel                                                  Glyn Marais Inc.

Dutch and US Legal Adviser                                      Dutch and US Legal Adviser to Joint
Allen & Overy LLP                                               Financial Advisers
                                                                Linklaters LLP

Joint Financial Advisers                                        Other Financial Advisers
Goldman Sachs International                                     Banca IMI S.p.A.
J.P. Morgan Securities plc                                      Bank of America Merrill Lynch International
                                                                DAC, Amsterdam Branch
Morgan Stanley & Co. International plc                          Barclays Bank PLC
                                                                BNP Paribas
                                                                Citigroup Global Markets Limited
                                                                Deutsche Bank AG, London Branch
                                                                ICBC Standard Bank plc
                                                                ING Bank N.V.
Naspers ADS Depositary
The Bank of New York Mellon
                                                                                                      4
DISCLAIMER

Under the Capital Restructure, Naspers shareholders whose addresses are shown in the securities
register of Naspers on the Record Date as being in Australia, Bermuda, Canada, Cayman Islands,
the European Economic Area, Japan, Jersey, Panama, the Peoples Republic of China, South
Korea, Switzerland and the United States (or any other jurisdiction in which Naspers reasonably
believes that it is not prohibited or unduly onerous or impractical for Shares or Naspers Shares to
be issued or delivered to Naspers shareholders) will receive Shares or Naspers Shares, as the
case may be, in accordance with terms and conditions of the Naspers Circular.

Naspers N Shareholders must consider the Prospectus and Naspers Circular in full as action is
required from them and they should seek advice from their independent advisers in relation to the
implications of the Transaction and, in particular, the Election. In addition, Naspers N Shareholders
are reminded that the Naspers Circular requires them to take certain actions and provide certain
information, including, for example, details of the Euronext Amsterdam Brokerage Account if such
shareholder is a non-resident of the Common Monetary Area for exchange control purposes and
intends to participate in the Naspers M Share Capitalisation Issue and receive Prosus N Ordinary
Shares.

Prospective investors are expressly advised that an investment in Prosus N Ordinary Shares
entails certain risks and that they should therefore carefully read and review the entire Prospectus.
Prospective investors should not just rely on key information or information summarised within this
announcement, the Prospectus or the Abridged Pre-listing Statement. Prospective investors
should, in particular, read the section of the Prospectus entitled "Risk Factors" when considering an
investment in the Prosus N Ordinary Shares. A prospective investor should not invest in Prosus N
Ordinary Shares unless it has the expertise (either alone or with a financial adviser) to evaluate
how the Prosus N Ordinary Shares will perform under changing conditions, the resulting effects on
the value of the Prosus N Ordinary Shares and the impact this investment will have on the
prospective investor's overall investment portfolio. Prospective investors should also consult their
own tax advisers as to the tax consequences of the purchase, ownership and disposal of the
Prosus N Ordinary Shares.

The content of this announcement, the Prospectus and the Abridged Pre-listing Statement should
not be construed as business, legal or tax advice. It is not intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by any of the
Company (or its directors), Prosus (or its Directors) or any of the Financial Advisers, the Euronext
Listing and Paying Agent, the JSE Sponsor or any of their respective representatives that any
recipient of this announcement, the Prospectus and/or the Abridged Pre-listing Statement should
acquire any Prosus N Ordinary Shares. None of the Company, Prosus or any of the Financial
Advisers, the Euronext Listing and Paying Agent or the JSE Sponsor, or any of their respective
representatives, is making any representation to any prospective investor regarding the legality of
an investment in the Prosus N Ordinary Shares by such prospective investor under the laws and
regulations applicable to such prospective investor. Prospective investors should consult their own
professional adviser before making any investment decision with regard to the Prosus N Ordinary
Shares, among other things, to consider such investment decision in light of his or her personal
circumstances and in order to determine whether or not such prospective investor is eligible to
purchase Prosus N Ordinary Shares. In making an investment decision, prospective investors must
rely on their own analysis, enquiry and examination of the Prosus Group and the Prosus N
Ordinary Shares, including the merits and risks involved.

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, Naspers disclaims any responsibility
or liability for the violation of such requirements by any person. Notices for prospective investors
located in, or resident of, certain jurisdictions are set out in the Prospectus. The Prosus N Ordinary
Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended, (the U.S. Securities Act) or the securities laws of any state of the United States.

This announcement does not constitute an offer or form part of any offer or invitation to purchase,
subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue, any
                                                                                                      5

securities including Shares (whether pursuant to this announcement or otherwise) in any
jurisdiction, including an offer to the public or section of the public in any jurisdiction.

This announcement, the Prospectus and the Abridged Pre-listing Statement include forward-
looking statements. These forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond the Naspers Group's, and the Prosus Group's, control and
all of which are based on the Naspers Group's, and the Prosus Group's, current beliefs and
expectations about future events. Forward-looking statements are sometimes identified by the use
of forward-looking terminology such as "aim", "annualised", "anticipate", "assume", "believe",
"continue", "could", "estimate", "expect", "goal", "hope", "intend", "may", "objective", "plan",
"position", "potential", "predict", "project", "risk", "seek", "should", "target", "will" or "would" or the
highlights or the negatives thereof, other variations thereon or comparable terminology. These
forward-looking statements include all matters that are not historical facts. They appear in a
number of places throughout this announcement, the Prospectus and the Abridged Pre-listing
Statement, and include statements that reflect the Company's and/or Prosus's intentions, beliefs or
current expectations and projections about the Prosus Group's future results of operations,
financial condition, liquidity, performance, prospects, anticipated growth, strategies and
opportunities and the markets in which the Naspers Group and/or the Prosus Group operates. In
particular, the statements under the headings "Summary", "Risk Factors", "Dividends and Dividend
Policy", "Business" and "Operating and Financial Review" in the Prospectus regarding the Prosus
Group's strategy, targets, expectations, objectives, future plans and other future events or
prospects are forward-looking statements. These forward-looking statements and other statements
contained in this announcement, the Prospectus and the Abridged Pre-listing Statement regarding
matters that are not historical facts involve predictions. No assurance can be given that such future
results will be achieved; actual events or results may differ materially as a result of risks and
uncertainties facing the Naspers Group and/or the Prosus Group. Such risks and uncertainties
could cause actual results to vary materially from the future results indicated, expressed or implied
in such forward-looking statements. Forward-looking statements in this announcement, the
Prospectus and the Abridged Pre-listing Statement speak only as of the date of this
announcement, the Prospectus and the Abridged Pre-listing Statement. Except as required by
applicable laws and regulations, the Naspers Group expressly disclaims any obligation or
undertaking to update or revise the forward-looking statements contained in this announcement to
reflect any change in its expectations or any change in events, conditions or circumstances on
which such statements are based.

Each Financial Adviser, the Euronext Listing and Paying Agent and the JSE Sponsor is acting
exclusively for Naspers and/or Prosus and no one else in connection with the Transaction. None of
them will regard any other person (whether or not a recipient of this announcement, the Prospectus
and/or the Abridged Pre-listing Statement) as their respective client in relation to the Transaction
and will not be responsible to anyone other than the Company and/or Prosus for providing the
protections afforded to their respective clients or for giving advice in relation to, respectively, the
Transaction or any transaction or arrangement referred to herein.

Date: 11/09/2019 09:30:00
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