Prosus has released a prospectus that details the share swop transaction with its parent company Naspers, whereby Prosus will acquire no more than 197.41 million Naspers N ordinary shares. Picture: Ian Landsberg
Prosus has released a prospectus that details the share swop transaction with its parent company Naspers, whereby Prosus will acquire no more than 197.41 million Naspers N ordinary shares. Picture: Ian Landsberg

Prosus releases listing prospectus for Naspers swop

By Edward West Time of article published Jul 13, 2021

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PROSUS has released a prospectus that details the share swop transaction with its parent company Naspers, whereby Prosus will acquire no more than 197.41 million Naspers N ordinary shares.

The group said the exchange offer was voluntary and was made on a pro rata basis in terms of which Naspers N shareholders were entitled to exchange their Naspers N ordinary shares for new Prosus N ordinary shares in accordance with the exchange ratio of 2.27443 new Prosus N ordinary shares for each Naspers N ordinary share tendered.

The release of the prospectus follows after 90 percent of Prosus shareholders voted in favour of the deal last Friday. The intention is to reduce Naspers’s weighting on the JSE.

Prosus has a 28.9 percent stake in Chinese internet giant Tencent, and it will launch an offer to buy up to 45.4 percent of Naspers’s shares.

Prosus said the prospectus was prepared in connection with the admission to listing and trading of 448.99 million new ordinary shares in the capital of Prosus with a nominal value of €0.05 (about R0.85) each on Euronext, a regulated market operated by Euronext Amsterdam, and as a secondary listing on the JSE.

“The board is pleased to advise the Naspers N shareholders that the exchange offer is open for acceptance from July 12, 2021 and will close on August 13, 2021. Notwithstanding the closing date, Naspers N shareholders intending to participate in the exchange offer are encouraged to accept the exchange offer in the manner contemplated in the prospectus as soon as possible,” Prosus said.

Vaughan Henkel of PSG Wealth said shareholders in Naspers would be exchanging a larger discount stock for a smaller discount stock, thereby locking in a “relative loss” that they hope would be offset by management’s view that this would be value-enhancing over time.

Both Naspers and Prosus traded higher on the JSE yesterday afternoon, with Naspers up 1.6 percent and Prosus up by more than 2 percent. Naspers closed 1.63 percent higher at R2 779.98 and Prosus closed 2.34 percent higher at R1 329.50 on the JSE yesterday.

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