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UBS AG - Notification of Adjustment Event on UBS Long/Short Certificates on Naspers (Long) vs. Tencent Holdings (Short)

11 September 2019 - 12:45 PM
UBNPNC UBNPND UBNPNE UBNPNF UBNPNG
Notification of Adjustment Event on UBS Long/Short Certificates on Naspers (Long) vs. Tencent Holdings (Short)

UBS AG, London Branch
(UBS AG or the Company)
(Incorporated and domiciled in Switzerland)
(Registration number: CHE-101.329.561)

Notification of Adjustment Event on UBS Long/Short Certificates on Naspers
Limited (Long) vs. Tencent Holdings Limited (Short)

Certificateholders of UBS Long/Short Certificates on Naspers Limited (Long)
vs. Tencent Holdings Limited (Short) are hereby advised of a Potential
Adjustment Event that may have a diluting or concentrative effect on the
theoretical value of the relevant Shares.

On 25 March 2019, Naspers Limited ("Naspers") announced its intention to
form a new global consumer internet group, by listing its global consumer
internet assets held by Myriad International Holdings N.V. (previously
referred to as NewCo and to be renamed Prosus N.V.), an existing subsidiary
of Naspers, incorporated in accordance with Dutch laws, on Euronext
Amsterdam with a secondary, inward listing on the Main Board of the
Johannesburg Stock Exchange.

On 19 July 2019, Naspers issued a circular to its shareholders in relation
to the extraordinary general meeting of Naspers shareholders (the Naspers
Circular), in which it announced its intention, subject to the terms and
conditions set out in the Naspers Circular, to implement the Capital
Restructure and the Admissions (the Transaction).

On 23 August 2019, Naspers's shareholders approved, inter alia, the
resolutions required to authorise the implementation of the Capital
Restructure.

The Transaction provides flexibility to Naspers N Shareholders by giving
them the option to receive Prosus N Ordinary Shares (under the Naspers M
Share Capitalisation Issue) or additional Naspers N Ordinary Shares (under
the Naspers N Share Capitalisation Issue). Certificateholders are referred
to the prospectus prepared in connection with the Capital Restructure for
further   information,  which  is   available   on  Prosus's   website  at
www.prosus.com.

Key dates in the expected timeline:

Listing of Prosus N Ordinary Shares
on Euronext Amsterdam and the JSE
                                               Wednesday, 11 September 2019
under the symbol "PRX" with ISIN
NL0013654783
Naspers N Ordinary Shares trade "ex"
the entitlement to participate in              Wednesday, 11 September 2019
the Capitalisation Issue
Elections in relation to the Naspers
                                         12:00 on Friday, 13 September 2019
N Share Capitalisation Issue close
Record Date and Time                     17:00 on Friday, 13 September 2019
Implementation and settlement of the
Capitalisation Issue (including the
issue of Naspers M Ordinary Shares
                                                  Monday, 16 September 2019
and the automatic contribution for
the issue of the Prosus N Ordinary
Shares)

In accordance with the Capitalisation Issue and listing of Prosus on the
JSE, the Adjustment Event affects the following certificates:
INSTRUMENT NUMBER:   83200
ALPHA CODE:          UBNPNC
ISIN:                ZAE000270807

INSTRUMENT NUMBER:   83202
ALPHA CODE:          UBNPNE
ISIN:                ZAE000270823

INSTRUMENT NUMBER:   83203
ALPHA CODE:          UBNPNF
ISIN:                ZAE000270831

INSTRUMENT NUMBER:   83204
ALPHA CODE:          UBNPNG
ISIN:                ZAE000270849

Long Shares updated to Long Reference Shares Basket which includes Long
Reference Share 1 (Naspers) and Long Reference Share 2 (Prosus). Reference
Shares updated to Long Reference Shares Basket & Short Reference Shares.
Business Days updated to include TARGET2 and Exchanges updated to include
Euronext Amsterdam.

INSTRUMENT NUMBER:   83201
ALPHA CODE:          UBNPND
ISIN:                ZAE000270815

Long Reference Share updated to reference Prosus and related exchange. Long
Initial Level updated to ZAR 1162.00. Short Shares ratio updated to
1.822682. Initial cash component updated to ZAR 883.00. Business Days
updated to include TARGET2 and Exchanges updated to include Euronext
Amsterdam.

Effective date of adjustment: Wednesday, 11 September 2019.

For further information kindly contact:
UBS KeyInvest South Africa
Tel.: +27 11 322 7129 / 7317
E-mail: keyinvestza@ubs.com
Web: http://keyinvest-za.ubs.com/products

Johannesburg
11 September 2019

Sponsor: UBS South Africa (Pty) Limited

Date: 11/09/2019 12:45:00
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